Symbiosis
by deanine
Summary: In the original comics, Peter Parker met the symbiont, Venom, after he had possessed others, after his mind had been corrupted by inappropriate hosts and his true purpose lost to insanity and insatiable hunger. If Peter had met the symbiont while it was still intact, its mind clear and its purpose undecided, would he have so easily rejected the partnership? AU Post Homecoming
1. Hot Spot

**Chapter 1 – Hot Spot**

Sitting quietly and attentively, a room full of intelligent, driven young people listened to their instructor lecture about history. The best students in the city were invited to study at Midtown Science and if you wanted to stay, you studied hard and made good grades. The morass and monotony of a regular public school education, with its athletic programs and unqualified instructors waited for the bright student who wasn't interested in taking advantage of their opportunities.

Midtown Science didn't just attract the best students, the best teachers found their way here too. Professor Price, an older woman with silver and grey hair and no-nonsense rectangular glasses riding low on her nose, could tell that not all of her students were on their game today. A skinny kid near the back, Peter Parker, gave every outward appearance that he was listening and taking notes, but his mind was miles away and the words on his notepaper had nothing to do with world history. It wasn't a certainty she could explain if someone called her on it. If she explained that she was a minor mutant, a perfect detector of lies, she would lose this fancy job, PhD or not. So Professor Price handled the issue another way. "Now, we've talked about the assassination of Franz Ferdinand and how World War I started. We've discussed the major allies of that war and the final outcome. Can anyone tell me how World War II started?"

Hands shot up around the room and she selected two students one after the other. Each gave, good serviceable answers about the invasion of Poland, but Professor Price wanted a bigger picture answer and these students were bright enough to get there if they thought about it. First though, it was time to get everyone plugged back in to the lecture. "Mr. Parker, do you have any thoughts on what started World War II?"

Parker gave no sign that he'd been addressed, his fake-attentive gaze still turned toward her and the white board. One of his little friends kicked his desk and Peter abruptly became aware of the attention he was drawing. "Mr. Parker, glad you're still with us. Do you have any thoughts about what started World War II? Mr. Thomson and Ms. Jones have already discussed the invasion of Poland thoroughly and it was most definitely the first site of aggressions."

"I..." Peter looked down at his paper, as though he might find the answer in his off-topic scribblings. "Actually, the Treaty of Versailles, yeah, it started there."

"Seriously, Parker, have you been paying attention at all?" Flash snorted, "The Treaty of Versailles ended World War I. It didn't start World War II."

"Mr. Thomson, please raise your hand if you want to speak. Let Peter make his point," Professor Price commanded. "Peter, finish your thought."

Peter took a moment to compose his thoughts, encouraged by Professor Price's expression. "To the victors go the spoils and the Allied powers were so set on punishing Germany and its allies that they made the peace treaty unnecessarily harsh. It guaranteed that eventually, the punished nations would reject the peace and try to fight back. There were literally starving children. So, maybe they let a really dangerous, malevolent leader take power. The Nazi party didn't come to power on a platform of genocide and racism and war. They came to power by promising to feed the people and recover their economy. When the German people were asked to choose between Nazis and starving children, they chose Nazis. The first domino was the treaty-no starving children, no Nazis."

Flash's hand went into the air. "That's not true. If the treaty hadn't been firm, World War II would have just happened sooner. The Treaty of Versailles made it easier to win World War II in the end."

"Interesting, I wonder if either of you can find sources in the existing literature to support your theories?" Professor Price turned to the board and started writing in big red block letters: What political, social, and military factors led to the start of World War II? "I know this is a science school and you all came for the advanced chemistry lectures and the interesting calculus. If you are worried about your grade in this class, this will be the only optional assignment this semester. Write a five thousand word theme paper with adequate literature support and citations. It will replace one test score if you complete it."

The bell rang and Professor Price pointed to Peter. "Stick around, Peter." His classmates exited in a flood, anxious to get out of the building and to their busses and trains.

"Professor, I apologize for not paying attention there. I read the assignment." Peter patted the thick history book.

"I know you did. Everyone in class read the assignment. I'd wager a good portion of the class has already read the entire book. In class we're learning how to think about the information presented in the book. The book is written from one flawed human's point of view. If we pull it apart from multiple points of view in discussion, we get closer to the truth with every new point of view. You have a good head for looking beyond the simple surface of things. I intend to keep making you share in class."

"Thanks, I think. I'll try not to space out in the future." Peter met her eyes for a beat before shrugging his backpack higher on his shoulders and leaving.

Not for the first time, Professor Price wished her mutation was a little more useful and specific. She had known that Peter was only pretending to listen to the lecture. Talking to him one on one, she knew he was shrouded in thick complicated layers of lies, but she didn't know what they were or the truth they disguised. She had sensed similar veils on children of abuse or addiction, children who never moved or spoke without considering their secrets. Over the years she had sniffed out girls hiding unwanted pregnancies and boys planning to run away from abusive homes. She had helped a lot of kids.

Far too many of the children she found cocooned in lies never came clear to her, and sometimes bad things happened to those children. Peter would bear watching. Hopefully his secrets were of the more benign flavor. Maybe he was struggling with his sexuality or having relationship problems? Maybe he was hiding a pet or helping a friend with a crisis?

She never once considered that Peter might be a masked vigilante struggling through a serious setback in the form of his Aunt May and her overprotective, angry anxiety. In Professor Price's defense, there weren't many children like Peter in the world, much less her history classes.

* * *

Peter plugged a set of ear buds in, turned on his music and hit the pavement walking home. It was a long enough walk that he usually took the bus or just webbed his way there, but Professor Price caused him to miss the bus and he wasn't allowed to web anywhere at the moment. His most excellent suit and his web shooters were locked in May's closet. He was grounded, very literally for the next month. No crime fighting, no training, no suit. If he so much as said the word spider in her presence, May had promised to add another month.

Considering her original position had been that he was giving up the vigilante gig forever, he was just glad that Mr. Stark had talked her down to a grounding and a set of rather restrictive ground rules that they were still hammering out. Peter wished that he'd been there for that conversation, heard what Mr. Stark said that had gotten through to her. She hadn't much wanted to hear anything Peter had to say in his own defense.

The disconcerting tingle of his spider sense crept up on him, a subtle warning that swelled abruptly into a siren that made the hair on the back of his arms and neck stand straight up. Peter yanked the ear buds out of his ears and stepped into the nearest alley scanning the area for the overwhelming danger he was sensing, but the people were just walking along oblivious. Peter pulled out his cell phone which he was only allowed to use to call May or 911 at the moment, but he couldn't find anything to call either one of them about. He had never actually tried to explain his spider sense to anyone. Usually it was pretty obvious why he'd gone jumpy, bullets or knives or alien ray guns.

If May had installed the grounding software on his phone, Peter was certain he could just hack his way around it and open his phone back up, but Tony had conspired with May to make things more difficult. After a long moment, Peter dialed May. Of his limited options she knew about his abilities and might be convinced to call Happy for him if he could properly explain why she should. The phone rang through to voicemail and Peter sighed. She was at work. Of course she couldn't answer the phone. "May, hi, um I'm not breaking grounding, but I may have found something bad happening. It's hard to explain but something is wrong on Benham Street. It doesn't appear to be visible, but it's there. I sound like a crazy person, but if you could maybe pass the word along to Happy for me. He'll tell Mr. Stark and they will probably be able to figure out what it is. I'm going to go home now. See you tonight."

It went against his instincts to walk away. More than anything he wanted to climb the wall, get a good vantage point and wait for something to happen, but he promised May and Mr. Stark that he would follow the rules unless a life was at risk. Almost a block away, the sensation of impending attack vanished, Peter stumbled forward a step the tension release was so startling. He took a few measured steps back, annoying some fellow pedestrians and found the exact spot where the impending danger registered. Peter found a felt tipped pen in his bag and strode straight over to the nearest building. He made a small mark on the mortar between the bricks. He hurried back until he found the border in the other direction and marked another wall. He wished he could try to find a vertical limit, explore in other directions, but he stopped himself from continuing the investigation. Finding the border on his walk home was one thing. Investigating the anomaly more thoroughly would be breaking his grounding.

Peter sighed, shoved his hands in his pockets and headed home. Maybe his odd, precognition of danger thingie had gone screwy and there wasn't anything to worry about?

* * *

When people thought of hospital work, they thought of doctors and nurses, maybe radiology technicians or orderlies. People didn't think about certified nursing assistants. CNAs were poorly paid, and expected to do everything from changing bedpans to rolling three hundred pound patients. May didn't take the job at Queens Hospital Center because changing bedpans was her calling. The CNA course was a quick certification and almost guaranteed her a job. After Ben died, she had to find a steady job that paid well enough to meet the rent and keep her nephew in clothes and food and Legos.

Peter was worth it, a thousand times over he was worth it.

When she came home early, after a hard day of urine and sweat and sickness and found her precious nephew in that damn fancy Spiderman suit her heart had broken. How dare he risk his life so cavalierly? How dare he roam the streets as a vigilante, lying to her every day about where he was and what he was doing? She had barely heard his explanations about a mysterious genetically altered spider bite or Tony Stark's mentorship. She was too angry, too scared. God, he had fought super humans in Germany. He fought dangerous men with alien technology. She had watched the grainy YouTube videos like everyone else in Queens. How many times had he faced down criminals with guns and knives?

"Bag the suit up, all of it. Bring it to me. You are officially retired Spider-Kid, understand?" She held her hand up when Peter tried to speak. "Do not say anything. Bag it up."

When Peter returned with a rumpled brown paper bag, May took quick inventory. It had the fancy suit and a small pile of aluminum canisters. "I want the old suit too. The sweats."

"They got trashed. I threw them out," Peter mumbled.

"Are you lying?" May almost regretted asking him that when he looked up at her, hurt apparent in his eyes. "You broke trust with me, Peter. I get to ask you if you're lying now and I get to wonder if you're telling me the truth whenever you say anything to me."

"Not lying. You can search my room," Peter said, his voice catching. "I didn't want you to worry."

"No, you didn't want me to stop this," May countered. "You're grounded. Do not leave this apartment unless it's on fire. Do not call anyone. Give me your phone. If you have an emergency and need to call me, go next door and ask Ms. Mercer to use her phone. I'm returning this to the asshole who built it."

"May, please no. Mr. Stark, it isn't his fault. I came up with Spider-man. The suit keeps me safer. He put all kinds of safety measures in the suit." Peter clasped his hands together, literally begging. "Please don't do this."

"He was the adult and he should have told your guardian what was happening. He didn't tell me because he knew it was wrong. Peter, look at me. Teenagers make mistakes all the time. You never were typical. You didn't try drugs or join a gang, but this is equally self-destructive. A vigilante is a criminal who thinks he's morally right. They go to jail too when they get caught. Not allowing you to completely destroy your future before you finish high school is my job."

Of course, Tony Stark wasn't at his tower to receive the venting of her anger. She had to leave a message with a secretary. Part of her was impressed that she didn't quite make it home before she got a visit from the Iron Man himself. Sitting on a bus, crumpled paper sack filled with super hero gear beside her, she saw the man fly past. He landed at the next bus stop and stepped neatly out of his flashy red and gold armor. It folded down into a compact briefcase like some kind of magic trick. He smiled his smarmy grin and boarded the bus. May didn't protest when he sat beside her.

"So, Peter's secret is out," Tony said.

A homeless woman, the only other rider on the bus seemed to be lost in her own world, so May answered with some impunity. "I'm returning this to you. Peter won't be needing any of it anymore." She thrust the crumpled bag at him. "If you come anywhere near my family again, I will find a way to make you regret it."

"Okay, you're the boss, you're the guardian." Tony peeked in the sack then paused and smiled at her, a tentative expression that looked out of place on the billionaire's face. "You're making a mistake. If you take it away, he won't stop and you won't have any way to control the situation or help him. I tried taking it away. He almost got himself killed fighting an arms dealer in his sweats."

"If you think I'm going to allow this to continue," May hissed.

"He told me the day I was trying to recruit his assistance in Germany why he does this. When people who can do what we can do, don't at least try to help, then when bad things happen it's our fault. He isn't going to stop trying to help because you take away his suit or because you're angry with him. He loves you though and together we have a golden opportunity to make him so much safer right now."

It sounded like her Ben, looking at the world like it was simple black and white. If you have the power to help in any situation, you ought to try. "I hate you, Stark."

"I think there's a club for that." Tony offered her the sack back. "It was a gift. I don't want it back. You should keep custody of it until you're ready to give it back to him."

"Fine. How are we supposed to keep him safe?" May asked.

"Well, I would wager that he is very nearly distraught with how things went between the two of you and he'd do just about anything to appease you, even agree to some restrictions on what he does and when he engages bad guys. It won't ever be perfectly safe for him, swinging off buildings and fighting criminals, but he's a good kid and he's way tougher than he looks."

"You don't get to say that like you know how tough that kid is. You barely know him, and he was tough before some mutant spider bit him and he became worthy of your notice." May accepted a business card from Tony with some scribbled instructions about the best way to contact him.

"When you're ready to talk about setting some reasonable restrictions and guidelines, call." He got off at the next stop with a polite wave to May that she met with a glare.

The next two weeks passed with a very polite, cowed Peter, trying hard not to do or say anything that might upset her. On one hand she wanted to hug him and ply him with junk food and tell him everything was forgiven, but he needed to feel the consequences of his decisions and deceptions. She couldn't just cave and let him think it was okay. Tony was right that Peter's guilt and desire to make things right between them was a form of leverage and until they had settled his future Spider-Man restrictions, she couldn't let the cold war end.

"Peter, remember you're grounded. Straight to school, straight home. No phone. No messenger. No internet. No Ned cannot come over. Tony will know if you break grounding and he will tell me." May dropped her purse over her neck cross-body and half-smiled. "I'll see you tonight around seven."

Peter nodded. "See you."

She could see that it hurt him every time she repeated his grounding terms and reminded him that he was being monitored to make sure he didn't go rogue.

At the hospital, May disappeared into her job. In her standard scrubs, working a smelly, difficult, menial job, she felt transparent, a ghost of herself. She got directions from the charge nurses or occasionally from doctors and she never stopped moving. When her afternoon break rolled around, she checked her phone and found a voicemail from Peter. She listened to the message twice before calling Happy Hogan. She relayed Peter's vague concern to the man's voicemail then called to check on Peter. "Hey kiddo, thanks for sticking to the plan and letting Stark handle whatever you found today. You want to explain how this invisible thing caught your attention?"

She listened as Peter explained his spider generated early warning system. "And has it ever given you a false alarm before? Should I do anything besides leave a message for that Happy fellow? Thank you Peter, for respecting your grounding. We rebuild trust one day at a time, right? You know I love you. Yeah, I'll see you in a few hours."

May took out a small notepad and reviewed the list she had compiled so far.

 _Spider-man dos and don'ts:_

 _-Do not engage criminals armed with guns or alien technology whenever possible_  
 _-Do make every effort to be home by curfew_  
 _-Do not perform Spiderman duties before all homework and extracurricular school activities have been completed_  
 _-Always give a complete accounting of your patrol to May when you make it home_

She wished Peter would give her an excuse to extend his grounding forever, to keep him safe and sound, preferably bubble wrapped and at home. In two weeks, Peter would get his suit back and if she composed adequate rules, maybe he would be safe in it.


	2. Knock, Knock

**Chapter 2 – Knock, Knock**

Let it not be said that Happy Hogan didn't learn from his mistakes, so when a voicemail from Parker's aunt came through, he didn't put off listening to the message and he forwarded the information to Stark right away. Nope, if Peter wanted to tell Stark a patch of a street gave him the willies, he would forward the message along immediately.

Happy wasn't the only one who had learned from his mistakes handling the teenaged hero. Tony sent a series of texts to May explaining that they had deployed monitoring devices to the area Peter had marked and would be watching for any disturbances.

When dealing with a teenage superhero in his natural habitat, communication was key, at least that was Tony's new philosophy. That and don't cross May Parker.

Peter accepted the information from Mr. Stark via May with a mix of emotions. It was great that they took his warning seriously and were going to handle the invisible threat, but he didn't have an excuse to skirt his grounding and investigate the situation. Peter was becoming increasingly stir crazy without any Spider-man duties. All he had lately to distract him was school and more school. At least that would finally be coming to an end.

He sank into his regular homeroom seat by Ned in the back corner, selected for its distance from the rest of the students, allowing for mostly private conversations.

"Morning man, anything new on the grounding? Did you ask May if I could come over tonight? It's movie night."

"Sorry, Ned, it's still full lockdown for one more night, but then I'll be free." Peter shrugged. "We could have movie night maybe Saturday?"

"Yeah, you've been stuck for four weeks. I think I know what you're going to do with your first night of freedom." Ned shook his head, but he was smiling.

"Friday nights are good patrol nights, lots of action usually, so yeah I'm planning to hit the streets tomorrow. If it wouldn't be too much trouble, I could really use my man in the chair. That odd stretch of road on Benham is still setting my radar off but nothing has happened. I want to investigate it better, maybe map the effect on a three dimensional grid, try to find an epicenter?"

"Absolutely, I'm down."

About that time MJ took the seat behind Ned and the boys smoothly moved on to less secret areas of conversation. "So, what were you thinking of for the return of movie night?" Ned asked.

"I don't know. I've watched all my movies fifty times with the extended grounding. Thank goodness May didn't take my TV privileges, I might have gone insane. Do you have anything in mind?"

"I don't have anything new. We could cruise Netflix or Hulu or Amazon? Something interesting has to be out." Ned started thumbing through one of the apps on his phone.

"You two are like an old married couple discussing date night," MJ said.

Peter shrugged. "We've known each other for what, ten years? Most marriages have ended in divorce by ten years, right?"

Ned snorted. "Hey nerd-husband, what am I getting for our ten year anniversary? Is that the action figure anniversary or the Lego model anniversary?"

"It's actually tin or aluminum, anniversary," MJ supplied. "Don't ask me how I know that. I didn't turn into a real girl overnight."

"Oh wait, perfect." Peter pawed through his backpack and presented Ned with a still cool can of Coke. "Happy Anniversary."

"Aww, it's so shiny," Ned said. "I'd rather have a Lego set."

"Well your nerd-husband is not made of money." Peter rolled his eyes and took his soda back.

It hit Peter then that they hadn't had a movie night since MJ had transitioned to official friend, what with his punishment. They should invite her. He elbowed Ned and had a quick silent conversation consisting of eye jerks and shrugs. They were a little like an old married couple, Peter thought as they came to a quick accord without having to say a word. "So, MJ, since you aren't a real girl and all, you'll have to tell us, does your species watch movies? We would love to have you over this Saturday for movie night."

"My species watches movies from time to time. What kind of movies do you guys usually watch?" MJ asked.

"Mostly science fiction, but sometimes fantasy, but yeah mostly science fiction," Ned said. "You can have input on what we watch, but no romantic comedies and no Disney princesses."

"How many times do I have to explain that I lost my girl card ages ago? Have you guys seen Invasion of the Body Snatchers, the 70s one with Leonard Nimoy? I've got the director's cut on blue ray with commentary. I haven't had a chance to watch the commentary."

Ned and Peter gasped in unison, "Commentary."

"I'm so glad we adopted her," Ned said.

"Setting aside who adopted who, nerd family," MJ said, "text me the address and when I should arrive, okay?"

* * *

Peter pounded up the stairs to his apartment, music playing in his ears. He unlocked the door and let himself in, not really expecting anyone to be there. May worked four twelve hour shifts each week and this was a work night. Peter kicked the door shut and his spider sense gave a faint tingle, not of a real threat but the almost imperceptible buzz of another human in his space. May was waiting for him at the kitchen table.

Family meeting? Peter jerked out his ear buds and raised a hand in greeting. He really should have expected this. May had been adamant that there would be rules to follow with the return of his spider suit. He could only assume this was to discuss his new guidelines.

"Peter, how was your day?" May asked.

"It was fine. Do you mind if Ned and MJ come over on Saturday for a movie day?" Peter asked. "If the answer is no, I already invited them, so..."

"You know that's fine. You won't be grounded any more. Have a seat and I want you to look over some rules that we put together for you going forward with your community service project." May slid a single, typed sheet of paper across the table. "Sign the bottom if you agree to follow them."

Peter couldn't help smiling at her turn of phrase. "Community service, that's excellent code."

Most of the rules were simple, like taking one day off a week with no school or Spider-man to just rest, body and mind. They all made sense to Peter. He signed his name at the bottom without contesting a single item. "I always do my best to be careful," Peter said. "I swear."

"You did great this month, just like you promised, and I believe you're going to do everything you can to follow those rules. I won't lie to you and say I'm thrilled that you're doing this." May smiled and squeezed Peter's hand across the table. "But for the record, I'm incredibly proud of you, Peter. Not one in a hundred kids who developed superpowers overnight would have been so selfless with them. Now come on, we have an appointment to keep, a doctor's appointment."

"Wait, I can't see a doctor." Peter backed away from May a step. "I'm not normal. They'll be able to tell."

May tugged Peter by his arm toward the door. "Your new doctor specializes in not normal and people with secrets. Stark set it up. Peter, you got bitten by a genetically modified spider that mutated your body to the point that you can climb walls and bench press minivans. Even if we ignore the fact that you've been in dozens of fights, some with very strong enemies, you'd still need a checkup."

"I'm fine." Peter tugged his arm free, prepared to argue against seeing a doctor. Mr. Stark had tried to get him in to see someone after Germany, but Peter had refused. He wasn't sure why the idea of a doctor poking and prodding him made him so nervous, especially if the doctor had been vetted by Mr. Stark.

"Peter, have you even considered how dramatic this mutation was? We need a baseline for what is happening with you and to you. This isn't negotiable. Stark said you wouldn't let him do this ages ago, well we're doing it now. Let's go."

It was a quiet bus ride to meet the trustworthy doctor whose name was still a mystery. Peter let May do the leading, protesting with his silence. Unlike most doctor's offices, there was no reception area, no sign in sheet. They were ushered back to a small clean exam room by a woman in gray scrubs and asked to wait.

The doctor turned out to be very much not normal himself. Oh he had a traditional white lab coat. He ever wore a pair of shiny gold rimmed spectacles, but his features were bestial and his entire body was covered in thick, soft blue fur. "Ms. Parker, Mr. Parker, my name is Dr. McCoy. It is very nice to meet you." He extended a furry, clawed hand which Peter shook without hesitation.

"You too, Sir. Are you an X-Man? I mean, on the news, I could have sworn there was a blue furry X-Man." Peter, stopped, his cheeks coloring. "I mean, not that you need to tell me if you are. I know it's not like being an Avenger. People can be so prejudiced about mutation. I guess I'm lucky that the spider didn't cause me to grow extra legs or an exoskeleton or venomous pincers on my face. Not that your mutation is unfortunate or like having pincers on your face. I like blue."

"Peter," May said. "Take a breath and let the doctor do his job."

"It's fortunate I like blue too." Dr. McCoy smiled, an expression than managed to be kindly despite the three inch long teeth in his mouth. "I'm going to listen to your chest and then test a few reflexes, okay?" The exam was long and detailed. Dr. McCoy made him demonstrate his flexibility, his visual and auditory acuity. He made Peter demonstrated his strength on a calibrated pressure plate and spent a great deal of time and effort discovering how his hands were gripping the slick, painted walls.

The doctor collected samples of Peter's skin, hair, and blood. He took swabs of saliva and urine and even feces. "Now Peter, I have a medical doctor's degree, but I do most of my work with my PhD in genetics. From my physical exam, you seem remarkably healthy and stable, if well outside the human normal in most of your tests. We will get more information from the lab tests over the next few days. In addition to the base lab tests, I would like to map your genome and explore exactly what has happened to create the unique mutation you experienced. It is unlikely that I will find a way to either reproduce or reverse the effect, but I won't perform an analysis without your permission."

"Of course you have his permission," May said. "This is what we came for."

Peter nodded a whole beat later after May pushed him, gently.

"Thank you." Dr. McCoy continued his work until he had a moment alone with Peter. May had been ushered to another room to fill out forms. "If you don't want me to analyze your mutation, I won't. It's your choice, no one else's."

Peter sighed. "I was that obvious? You can do your analysis, but I don't want my mutation reversed. I like being Spider-man. I like being strong enough to help when the bad things happen instead of just having to get swept away by the storm. If you told May that you could fix me, make me normal again. She'd want that, and I don't want to hurt her by saying no."

"It is very unlikely that reversing your mutation would even be possible, but I would never tell anyone except you if that were the case. You have my word as your physician and as a fellow mutant."

"Thanks, Dr. McCoy. Am I done then?" Peter asked. "This wasn't so bad."

"One more thing." Dr. McCoy handed Peter a small plain cream colored business card, blank except for a small, crisply printed phone number. "You weren't born a mutant, but for all intents and purposes, you are one of us. That number is to a school in Westchester. If you find yourself in need of sanctuary, or just a place to go to school, we're fully accredited and residential. Tuition is paid only by students whose family can afford it. You would be welcome."

Peter nodded to Dr. McCoy and his earnest, furry face. "I like my school and my crummy apartment and my friends. I'll keep the card, but don't expect me to call."

* * *

In the heart of Queens, up and down an unimportant stretch of Benham street, sixteen tiny drones no larger than a beetle patrolled in set swooping patterns. Their unblinking, vigilant eyes recorded a pleasant spring evening, pedestrians and buses and cars. Amidst the hustle and bustle, the people skirted a patch of sidewalk, avoiding an object they couldn't actually see. On some primal level beyond their conscious brain's ability to process, the pedestrians saw the anomaly and avoided it instinctually. The drones failed to detect the anomaly, but their AI was programmed to look for outliers among repeating patterns and the patch of sidewalk on a busy New York street that no one ever walked on even during rush hour had finally triggered an alert after two weeks of observation.

One of the drones focused on the patch of avoided sidewalk and circled it, recording from every possible angle. The drone flew closer to the ground, coming to rest within the questionable area. Before it could register another reading the drone vanished as though it had never been there.

The fifteen remaining drones altered their fly pattern, now circling the site at which they had lost a feed. As though it had developed a taste for the drones, the small robots vanished one by one, the closest to the anomaly disappearing first.

Tony Stark wasn't sitting in his lab waiting for a crisis or watching the drones he had sent out weeks earlier. He took Peter's warning seriously, but two weeks of quiet had dulled any real urgency he might have felt on the subject. Friday took note of the lost drones and generated a report of the drones' findings and ultimate demise. The report posted to Tony's email and phone, like a dozen other reports did every day.

Still unseen, the Benham street anomaly, an invisible door, drifted farther open.


	3. Through the Door

**Chapter 3 – Through the Door**

If you've ever ridden a good roller coaster then you have a tiny inkling of the feeling Peter Parker felt, flying through the air, the strength in his arms and his webbing the only support he needed to swing from building to building. Peter didn't spend a lot of time thinking about the physics of what he was doing, not up in the air. It was a free fall, it was a rush, and in a way that was hard to explain, it was all his. There were super humans that flew around this city, ran around it, even others that climbed the walls, but none of them spun a web like Spider-man. He could hear Ned, chattering in his ear about grid mapping programs, and he knew he had a job to do but just for a bit Peter simply flew Spider-style and enjoyed the moment **.**

When he got into the meat of patrolling, he didn't have to shush Ned. His man in the chair had the sense to go mainly silent when Peter warned that he had found someone in trouble or someone causing trouble. Peter worked his way east, helping people in small ways, sometimes without even being noticed. He used his webbing to patch torn grocery bags for a mother with four small children. He helped a cabbie who had lost his jack change a tire. For his most challenging save of the night so far, he spotted two groups, rival gang kids, before either group spotted the other and webbed the way forward so they couldn't run into each other, at least not tonight on this particular street.

Feeling pretty good about the night's efforts, Peter headed for Benham Street and the other reason he was out tonight. "Okay, so you have my tracker on your map simulator?"

"I've got you," Ned confirmed.

"Excellent. I'll let you know when we're in the hot zone and when we come out," Peter said.

"Ready to map."

It was sort of fun crawling the walls and swinging high, mapping the dangerous zone on all axes. Peter was looking to get a bit higher, when something new tingled his spider sense and he moved to get a look at what was happening. A woman and a man were struggling. Peter didn't spring straight into action, mainly because he recognized the woman. This was her corner. She used the street name Razzle Dazzle and what little she wore tended to be sequined. As a rule Peter stayed clear of vice crimes. Drug users and prostitutes were hurting no one except themselves, and Peter figured the real police could figure out the grey areas like that. It became clear after a moment watching that this wasn't a transaction but a robbery or maybe something worse.

Peter took advantage of the man's preoccupation to sneak up and spin him clear of his victim. It only took a few short seconds to web the sour smelling man, but Razzle Dazzle did not linger after she was freed. Clothes ripped and bloody from a wound Peter couldn't see, the woman tore away surprisingly fast in a pair of four inch heels. "Ma'am," Peter called. "Can I get you help? Are you okay?"

Following the woman out to the street, Peter was shocked that he didn't see her. Forced to trail her by the spots of blood she left on the sidewalk, he followed her trail to a dead end on the sidewalk, right out in the open. "Ma'am?"

"Peter, you there?" Ned asked.

Where only a moment ago, Ned's voice had been crisp and clear, it barely came through now, gravelly and broken. "Come again, Ned? I lost the victim. She vanished."

"Peter? Your signal is cutting in and out. You're on the map program and then not and I think you need to get away from where you are man."

He couldn't hear one word in three, but Peter wasn't exactly an idiot. He took a single measured step back, and the intensity of his spider sense subtly decreased. "Ned, am I back in the map program?"

"Dude, yeah. Do you think that's the epicenter? What does it look like?" Ned asked.

"It doesn't look like anything. We need to get access to Mr. Stark's drones out here. They will have recorded what happened. Ned, I'm going to hang up now. I have to make another call." Peter climbed a nearby building and settled into a nook that gave him a nice view of the bad spot of sidewalk. He slipped a cell phone out of his backpack. "Hey Happy, it's Peter. Could you please ask Mr. Stark to send me the latest data from those drones he sent to Benham street? Tonight about ten, I think the thing, whatever it is, ate a prostitute. Okay, that sounds bad, but it's what seems to have happened. She was hurt; someone was mugging her and I stopped it, but then she ran away and the thing that's been sitting on that sidewalk for over a month ate her. In the interest of not getting eaten, I backed off, but maybe we should close this part of the road down until we figure out what is out there making people disappear. I'm thinking I might make a little mess to keep people off the sidewalk until you can get it shut down. So yeah, call me."

* * *

Lilly Frazier, known as Razzle Dazzle in what passed for her professional life, did not start her day with any great sense of impending doom. Her job wasn't exactly the safest, but she was good at it, and like everyone in the world not living under a bridge she had rent to pay, not to mention a grandmother on very expensive medicine and a three year old son who still thought she was perfect. No, she didn't get a magical hint that a sleaze ball was going to shake her down, knife her, and steal her hard won earnings.

Queens' own freak in tights appeared out of nowhere and saved her bacon, but Lily hadn't dared to stick around. She hadn't ever heard of the Spider-thing running in working girls, but she didn't plan to take a chance that he might web her up there with the extra-sleazy sleaze ball.

If her adrenaline hadn't been pumping, the unconscious protection that had steered thousands of pedestrians away from the spot of danger on Benham street might have saved her from the misstep that was going to make her day worse. One moment she was running toward home, her small stack of cash miraculously still safe in her purse. The next she was falling into a pile of strange metallic boxes.

Lilly screamed, the deep stab wound in her side throbbing viciously. "What the Hell?" she gasped. Looking around, she couldn't see an exit, just a round room without doors or windows. Strange red writing covered the walls and the boxes that littered the floor. "Is anyone there?" Lily turned slowly, exhausted and scared and so very confused. "What the Hell is going on here?"

Sixteen drones circled the room, unable to communicate with the new arrival. Deprived of a connection to their home base, their A.I. continued with the last command they received as best it could interpret and recorded the new arrival. Though they were small and designed to avoid notice, in a room without another thing moving, Lily quickly spotted her audience.

"What are you? Are you watching me? Who the fuck are you?" Lily started ripping the room apart, throwing things at the tiny, silent drones. After a few short minutes, she collapsed on the floor, exhausted and dizzy, the deceptively small stab wound still bleeding steadily. "I don't want to die," she moaned. "Someone, please."

Resting against one of the many crates she smashed open, Lily tried to put pressure on her bleeding wound. Desperately she prayed for someone, anyone to find her.

If Lily had any power of precognition, she would have prayed for something else.

Three small round objects dislodged by her destruction shimmered only a few inches from her and the expanding pool of blood beside her. The sphere closest to her rippled, its no longer solid surface extending and distending toward the pool of blood. The milky white substance dipped delicately into the blood and emerged, streaked in red, like strawberry sauce into yogurt.

Lily didn't see it coming. One moment she was trying to keep breathing and the next she was being engulfed in a warm wave of cream and red entity.

The human mind is a complex system even for humans who never learn to use it to its greatest potential. Complex systems are not always robust and some are far more delicate than others. Lily Frazier would have told you that she was strong, that her life had built a callous around every part of her until she could withstand just about anything, but the truth was, Lily wasn't as strong as she thought. At her core, under the callous that let her function in her life, she was a fragile thing, barely held together by spindly glass fibers and when her mind was invaded by an alien intelligence there was no hope of a proper merger.

Lily shattered into a million pieces.

The mind that shattered her, a relatively formless thing that had never existed outside its dormant egg, tried desperately to hold the human mind together, grasping at pieces and pasting them onto itself but the final product was a monstrous amalgam confused about everything, only really sure of its hunger.

The mortal wound to her side now healed, Lily pulled herself up. Her new eyes could see more than a closed box. The room had hundreds of doors and one was ajar. Driven by hunger, she stepped toward the exit, but Lily felt a connection to the small eggs still lying dormant behind her. Children. Too confused to understand that though she was a mother, these were not her children, she took the eggs with her, cradled safe and close.

She pushed her way to the crack in the wall and back into the world.

* * *

Peter was rather proud of the mess he had made on the sidewalk blocking pedestrian traffic from all directions. Using webbing formula four that wouldn't dissolve until a nice strong rain shower hit it, he had built a barrier of trash cans and random detritus. Karen had assured him that no rain was in the forecast for at least two days.

Peter was watching when the spot on the sidewalk shimmered and the woman who vanished less than an hour earlier appeared. No longer covered in blood, or anything else, she stood barefooted and naked, long curly black hair falling past her hips. Impossibly large brown eyes stared out in a lost, dazed way that tugged at Peter's heart. He barely took notice of the two spheres she held in the crooks of her arms, one black and one midnight blue. "Crap," Peter muttered. Keeping people away from the dangerous patch of sidewalk had been his goal. He hadn't considered that he might be sealing the mugging victim with it if she found her way out.

He hadn't called Ned back, but he was tempted to now. What was the protocol for helping a naked lady who you had technically trapped in a sort of small sticky prison. Clothes would fix the naked bit, Peter decided abruptly. He pulled his backpack off his shoulder and freed his white button up shirt. "Hey," Peter called. "I'm going to come down there. Don't be scared, okay?" He leapt lightly to the sidewalk and offered the staring woman his mostly clean shirt. He turned his head aside while waiting for her to take it. She tugged the shirt out of his hand and he gave her a long ten count to get covered up before he looked back.

In the time he had looked away, she had stepped closer to him. At least she had slipped the shirt on, but she was way inside his personal space. In a resoundingly odd move she took a long slow sniff of Peter, then smiled with a hint of recognition in her eyes. "I like you," she said.

Distinctly glad that he was thoroughly covered by the suit and no one could see his ears turning red, Peter laughed uncomfortably. "I can help you get over the barrier I made. You should probably see a doctor, you know? Do you mind telling me where you went? I mean, I've been working this mystery for a while and you've seen it. I mean, it ate you. How did you get out?"

She took a long look at one of the spheres in her arms and she offered the shimmering black one to Peter. "I like you," she repeated.

Unsure how to say no in this situation, Peter accepted the sphere, a warm soft object that settled into his palm and rolled down into the crook of his arm like it was magnetized to him. "Thank you?"

The woman he only knew as Razzle Dazzle changed then, her forehead split open, her hands and feet grew claws, and a set of wings sprouted from her back along with a wickedly sharp tail. Her mouth gaped too wide with a double row of razor sharp teeth. She was still smiling at him though. She even waved. As though it weren't seven feet tall, she leapt clear of Peter's makeshift barrier and flew away. "Okay, wow, I don't think she could do that before. Karen, deploy droney; send it after her. I, crap, that really just happened. Please tell me you recorded that, Karen. You need to send that to Mr. Stark, like 911 if you can. Can you send that?"

The spider drone deployed almost silently and set off in rapid pursuit of the flying woman. "Sending Mr. Stark the footage of your encounter, high priority. He would have set off in pursuit too, but Karen's next words stopped him short. Peter, your suit integrity is rapidly decreasing. A biological agent is eating through your suit. Would you like me to activate safety protocol forty seven? If action is not taken in thirty seconds, your suit will be breached."

In the few seconds distraction of the woman's transformation and escape, the warm black sphere had expanded rapidly and virtually imperceptibly. Peter hadn't felt a thing and his spider sense hadn't tingled a bit more than it had before in this particular location. "Karen, I don't know what safety protocol forty seven is, but if you think it will help, do it."

Peter tried to shake free of the viscous black liquid spreading over his body. He looked at his hands, horrified at how completely they were covered already. "Karen, where is that safety protocol?"

"Safety protocol failed, transmitting distress signal. All suit systems failing." Peter could feel himself hyperventilating as the goo spread over his face blocking his vision. "Suit integrity ten percent. Peter, breach imminent. Repeat, all suit systems failing."

In desperation Peter ripped off his suit's mask and tried to escape his suit before the tarry black substance could touch his actual skin. "No," Peter gasped before he was completely overwhelmed.

* * *

Happy got Peter's first message and had to listen to it three times before deciding that, no the kid wasn't playing a prank on him and yes, he should probably send Tony a message immediately. "Hey Boss, the kid has his suit back one day, and he's in over his head. You need to listen to the voicemail I just sent and after you figure out what the kid is in the middle of, could you maybe get the kid's aunt to ground him again, just till he's twenty or so. He's giving me an ulcer."

"Let's be honest, the Thai food is giving you an ulcer. Peter is barely a contributing factor," Tony said. "I've got it. Forward anything else the kid sends on to me tonight."

In all honesty, Tony hadn't given the report Peter sent weeks ago about Benham Street a great deal of thought or concern. He dispatched some very smart, very expensive drones to monitor the situation but when nothing came of it after a few weeks, other issues pushed it out of his mind. Now, Tony tried to bring those drones online and found not one of them responding. It took him a few seconds to locate their last log of data. He got to watch all sixteen drones eaten by the Benham Street anomaly.

"That's interesting." Tony tapped the uderroos icon on his desktop. "Karen, I've got Peter on my tracker at Benham street. Is there a reason he hasn't vacated the area for someplace safer?"

"Mr. Stark, Peter has isolated the point of danger on Benham street. He is building a barrier around it so that it doesn't harm any other passerby."

"Show me," Tony ordered.

Karen displayed Peter's eye cam, and Tony smiled at the lopsided, sticky mess Peter was making of the sidewalk. He restrained himself from having Karen actually patch him through. The kid was handling the situation responsibly enough. He wouldn't appreciate hovering. "Cut feed."

Tony didn't waste a lot of time trying to figure out who to call to get the area on Benham officially rerouted. He called one person. "Pepper, before you kill me, I'm calling on Avenger business." Without mentioning prostitutes, he read her in on what was happening and what he needed from the city. "Ideally they'll reroute the entire street temporarily and not issue a warrant against Spider-Man for defacing public property."

"I don't work for the Avengers, Tony," Pepper said. "But I'm on it."

"You don't happen to know where Bruce slunk off to? I could use another train of thought for this one. The only reliable litmus of this anomaly is in Spider-Man's head. And while it's great that he could point out the "bad spot" I'm going to need a little more information if we're going to do anything about it."

"I haven't heard from him, Tony, but you should reach out. Maybe he'll answer this time?" Pepper disconnected without actually saying goodbye.

Tony pulled up his email and started a new one. Unlike the last dozen he had sent to his friend, he typed this one as a case report and a request for consult. If Bruce was done with their friendship, fine, he might still feel like helping the world when it had issues like hungry sidewalks that ate multimillion dollar drones and people without leaving a trace. Tony had barely sent the email off when another alert hit his desktop. A video feed had just arrived from Peter, followed quickly by a distress signal. Tony set the video to play even as he chose a suit to wear.

"Woah, naughty bits. The kid did say prostitute." It was sort of endearing, listening to Peter stammer through trying to help the naked woman. Tony caught the woman's transformation out of the corner of his eye and had to replay it, to see the full effect. "F.R.I.D.A.Y. Patch me through to Peter."

"Communications are down, sir."

"Eye cam?" Tony snapped.

"No communication with the Spider-Suit is operational at this time."

"Well that's not acceptable. I guess we better check on the situation in person." Tony stepped into a gleaming red and gold suit that seamlessly sealed around him and blasted his way toward the last location Peter's suit had pinged from.

Author's Note:

My favorite guilty pleasure of the cinema is the B-horror flick and I've seen them all (well not all but a really lot of them, thank you Netflix). The movie SiREN is almost a crossover here. The movie and the short that preceded it in VHS pretty much inspired this entire fic. Any of you who share my enjoyment of the genre and have seen the movies in question should recognize the character I've rebooted into this universe through the lens of a Klyntar symbiont. *Cue creepy music*

Additionally, as it was asked, you do NOT need any knowledge of SiREN to enjoy or understand this story.


	4. Dream On

**Chapter 4 – Dream On**

Sitting atop a building too tall to really exist, Peter could see the entirety of his home, New York City and all her boroughs. He felt completely secure, his hands stuck solidly to the slick surface. The sounds of the city somehow reached him all the way up here in the clouds, comforting city sounds-car horns, hydraulic brakes and the constant low murmuring of a thousand human voices. He wasn't wearing his Spider-Man gear, just a faded red t-shirt and an old pair of jeans. The sun beat down in gentle warm waves. Peter flexed his bare feet on the building feeling the grip of his mutation, at perfect peace.

The easy comfortable moment shifted. He wasn't alone up here. A sleek black creature clung to the sheer surface beside him. A pair of wide white eyes looked between Peter and his city. There were no words from its gaping mouth, but there was a question.

"It's my home, my city," Peter explained. "I protect it. If you're here to hurt my home, I won't let you."

Still no words, but the creature stretched and leaned closer. It shifted, becoming almost canine, web lines appeared on its body, mimicking the texture of Peter's suit. It looked again between Peter and the city, saying everything without saying anything.

"I don't need your help. I've got this. You can go away. Help someone else."

It morphed again, becoming humanoid, an almost perfect reflection of Peter but painted in shades of gray and black and textured in the pattern of his Spider-suit. It took Peter's hand and the communication became so much more.

Peter pulled back but the copy shifted so that they were hand to hand, foot to foot, foreheads leaned together.

"We are protectors," Peter said, almost against his will.

The world around them shifted and rumbled. Peter's mind flexed and groaned, resisting the new mind that wanted to share its synapses, but where Lily had shattered, Peter stretched, the world filling with otherness.

Still no words.

But there was a question.

Peter lost his grip on the building and he was falling.

* * *

Tony was prepared for just about anything when he came looking for Peter. Finding him pulling on a t-shirt and hopping into a pair of tennis shoes was a relief. His suit scanned the teenager for injuries and reported nothing but regular vitals. "Yo, Spider-Man, what happened to the very expensive, suit I loaned you?"

"Mr. Stark, hi." Peter slouched dejectedly. "Sorry about the suit, sir. The mugging victim that I saved earlier, she sort of dissolved it." Peter pulled all that remained of his suit out of his backpack, a mostly melted mask. "I guess I'm lucky she didn't dissolve me."

"Yeah, I think this particular situation has officially escalated out of friendly neighborhood Spider-Man territory. Leave the rest to me and the big guns. The drone you dispatched still has our flying, suit-dissolving menace in sight, so I'm going to head that way. Are you good to get home?"

Peter nodded and stuffed his hands in his pockets.

Before he flew away, Tony took pity on the poor teenager. "Peter, don't worry about the suit. I'll get you a replacement. Spider-man mark-2 is already in production. I might have thought I had a bit more time before you'd need it, but you can't predict these things sometimes. I'm glad you didn't get dissolved."

"You and me too. Mr. Stark, you're going to try to help her, right?" Peter asked. "She didn't wake up a monster this morning."

"My goal tonight is containment," Tony said. "I got your message and the video." He noticed Peter shivering even though he nodded and even smiled. Tony silently rescanned the teenager for injuries, but the suit found nothing concerning. It was probably a little touch of shock. The kid was going to have PTSD before he ever started college. Tony sent one of his suit's drones to escort Peter home from a distance, just in case.

For his part, Peter didn't feel traumatized not like the time the building fell on him. No he felt off, tilted and scrambled. The last thing he remembered, he had been in a bad situation, black metal-tasting ichor clogging his mouth and nose, suffocating him. When he woke, still outside and entirely too close to the dangerously hungry sidewalk, Peter hadn't been able to stand at first. Wobbly and uncoordinated as a toddler, he had used the wall of webbing and trash to support him while he found his feet. It took him entirely too long to notice his lack of Spider-suit or any other stitch of clothing.

Thank goodness he had his backpack and a change of clothes to pull on. Still feeling awkward and gangly in his own body, Peter had barely managed to pull on his tennis shoes when Ironman arrived to check on him. There were things he should have been saying to Mr. Stark about the woman and the anomaly and what had happened to him, but Peter let the moment pass without explaining anything properly. His spider-sense kept up a faint tingle beyond the norm even after he was well clear of the hot zone but Peter resolutely ignored it. He would feel better when he got home and took a shower to rinse away any lingering alien goo.

Peter stopped several times on his walk home to stare at his hands. The color was right. There wasn't any evidence of the black substance from earlier, no change in texture or character, but they felt dirty, askew. It didn't feel like they were properly connected to his arms, alien hands.

Peter almost laughed at himself. What a stupid thought to have about his own hands.

It stopped being funny a block later when he couldn't go on until he had examined his feet. He sat on a set of stairs and pulled off his shoes. They were his feet, crooked little toe on the left and all. He massaged them curled them and tried not to panic. Of course they were his feet. He had to get it together and just get home.

He had been shivering on one level or another since waking up naked on the city street, but those shivers were worse now and he could barely get his shoes back on. There was a phone in his backpack. He should call Happy or Tony or May. He should call someone and tell them that he had alien feet.

He couldn't help laughing then, painful hysterical laughter that made his side ache and his head hurt.

By the time he was trudging up the stairs to his apartment, Peter had mostly pulled it together and if he still felt a bit oddly about his most distal extremities, it was to be expected after the night he'd had. Right?

May greeted him at the door. She hugged him and fussed over him. She made him recite the evening's patrol in detail. The words came easily, just perfectly how they should, but Peter felt disconnected from the recitation. The when it came time to talk about Benham Street, he barely told her anything at all. She plied him with a steaming cup of hot chocolate and something in him melted, a hunger that had just barely begun to register was sated in that cup of thick chocolaty goodness.

"You make the best cup of cocoa," Peter gushed, feeling more himself than he had since Benham street. "Could I maybe have another?"

"There are about ten thousand calories in one of those, but yeah, Mr. Spider-metabolism, you can have another."

Stuffed to the brim with chocolate, Peter drug himself to the shower and turned the hot water to the max. He soaped himself up over and over, cleaning every crevice. He took stock while drying off, looking for any evidence of contamination. He used the mirrors to check his back and any part of him not otherwise easily seen. Nothing was there. He stretched his joints to the limit, bending back farther than he ever would or could have before his spider bite. The odd feeling of disassociation with his limbs lingered faintly, but he could almost ignore it.

Peter crawled into bed, pulled the covers over his head and slipped quickly into exhausted sleep. It would all feel better in the morning.

Probably.

* * *

By the time Tony caught up to the monster Peter's drone was trailing, she had already had a snack and it wasn't a pretty sight. Her impressive double row of teeth were snapping through bones and making short work of a pile of hamburger that probably used to be a man. As she seemed quite absorbed with her meal, Tony circled her to set a trap.

"F.R.I.D.A.Y. bear catcher protocol," Tony said. A small army of medium sized drones deployed around the noisily crunching creature. "And trigger."

An impressive spray of white foam hit the creature from all directions, rapidly expanding to completely fill the back alley. Without being told, one of the drones transformed into a drill and using echo location tunneled straight to the creature's face, providing an air hole. Solid in a stretchy way, the foam had been inspired by Peter's web fluid. It would allow the captive to breath and move a bit, but wouldn't allow enough traction for it to tear free. "Let's get the biohazard transport in. F.R.I.D.A.Y. update the local authorities and let them know we have a casualty. I don't know who wants jurisdiction of this thing. If it were a killer robot I'd keep it and dismantle it. Bio-threats are not my scene. The Avengers are willing to keep jurisdiction of the actual Benham street anomaly for now."

Tony landed and positioned himself to wait for the local police. "Mr. Stark, we have indication that the C.D.C. Is willing to take the biological specimen if it is safely contained."

"Great. Soon as I have it boxed up, we'll get a transfer scheduled." The first of the police arrived with a screech of tires and flashing blue lights.

It would take mobile biological containment a little longer to arrive. It was an unwieldy device he and Bruce had designed together, something tough enough to keep a Hulk level threat boxed up safely. Overkill for this particular beast? Probably, but Tony was delegating the problem, Better over-contained if he was going to let the federal government manage it.

"Mr. Stark, we have increased activity within the sealed zone," F.R.I.D.A.Y. reported. Tony activated his sonar view and watched as the bear slipped its trap. The creature's form morphed, becoming rigid and sharp, then returning to it's more stable shape. With increasing ease, it was shredding right through the immobilizing agent.

Tony powered up his pulse weapon, prepared to defend the police behind him. Peter would be disappointed that they hadn't been able to help her, but she was eating people. Sometimes you couldn't save everyone.

The creature emerged; its too-white skin and monstrously deformed face were covered with blood in a way that implied an enthusiastic and voracious eater. She hissed and morphed, returning to her human face and form as easy as blinking an eye. Peter's white shirt still hung off her shoulders, now hopelessly stained. How lucky was that kid that she hadn't attacked him instead of just dissolving his suit?

"If you're willing to surrender, we can do this peacefully," Tony said. "Otherwise, we can't let you eat any more innocent New Yorkers. I'm sure you understand."

She smirked, a so very human expression and she sang.

"Well isn't that just precious. Off Broadway…" Tony's mind disengaged, like a car knocked out of gear, he was no longer in the moment facing a monster. Every man within the sound of her voice had suffered similar fates, going still and vacant. Fortunately for the officers facing her and for Tony as well, the N.Y.P.D. had sent a couple of female officers to the scene and while the creatures high pitched song, raised the hairs on their necks, they were not rendered insensate.

The ranking officer of the two women, Hernandez, stepped forward and raised her weapon. "Cease the verbal assault, put your hands in the air and surrender, or we will open fire."

A few moments later both women were peppering the banshee with bullets. It cut off her song and she abandoned her human face for the more aggressive, toothy face she used for eating.

When she fled, neither officer gave pursuit. Of course if a perp sprouts wings and flys off, you typically waited for the fellow in the jet boots to handle the chase. "Mr. Stark?" Hernandez asked.

"Yes, officer?" Tony stared at the mountain of immobilizing agent in front of him and tried to remember how he had gotten here.

"Are you going after it, sir? She flew west," Hernandez said. The other male officers were coming around, but to a man looked dazed and confused.

Tony frowned, not used to his mind letting him down in any situation. "F.R.I.D.A.Y. Give me a recap of the situation. Assume I don't have a clue what's happening."

* * *

Peter's dreams had always been full of color and sound, as vivid as real life. Now that he was dreaming with a partner, that hadn't changed. The other Peter, grayed-out and silent, pawed through things in their shared mindscape, asking questions with its gestures and expressions. For its latest question it morphed its hands and feet, making them into sharp, vicious looking claws.

"I know it seems like an improvement, but I don't kill my enemies. Giving me lethal claws would make my life harder, not easier." Peter sighed. "Also, I know it's a foreign concept to you, but humans, we don't communicate the way you're used to. A human sees a beastie with big gnarly claws, they assume monster. It scares them. So it's nice that the option is there, but no, I'm not game for full-time clawed mode."

Gray-Peter took its full-color counterpart's hand and pulled him into closer proximity, arm wrapped around his back. It didn't like having to frame things as words between them.

"How do I get myself into these things?" Peter didn't shrug his twin away. As frightening and alien as it could be, it was also an infant and needed guidance to know what to be. "Teenage parent to an alien goo-monster-I'm an after school special, a really weird Star Trek after school special."

Every second of every day it was learning from Peter, becoming more complete. It wanted to teach too, to show what it could do, what it could be. It had just started to show Peter what it was capable of, and claws were really just the tip of the iceberg.

"Why don't I remember you when I'm awake? Are you making me forget?" Peter asked but he already knew the answer, radiating up Gray-Peter's arm and directly into his mind. "You wouldn't think that my conscious brain could manage that level of denial. That's like looking at the sky and convincing yourself it's green."

Both Peters laughed; a series of jokes passed between them without words. They settled together, arms intertwined, heads resting against each other. "We're protectors," Peter said. He repeated it over and over, the most important thing for Gray to learn. "We're protectors."

Gray didn't answer, but it listened, less to Peter's words than to the images and emotions behind them.


	5. Point of No Return

**Chapter 5 – Point of No Return**

If it made her a vindictive curmudgeon that she was glad Peter had wrecked his Spider-suit his first night back on patrol, then May was one. For a few more days, Peter would be safe and off the streets. With any luck, Tony would drag his feet getting the new suit finished. Peter had slept in until nearly noon after his first night back patrolling. May had been debating whether to wake him or just call and cancel movie night with his friends to let the kid sleep, but she heard him start banging around a few minutes ago and the shower was already going.

He emerged, hair still damp and took his usual seat at the kitchen table. "Did I miss breakfast?"

"Buddy, you almost missed lunch," May said.

Peter jerked, more alert immediately. "Movie night! Ned and MJ, they'll be here soon. You should have woken me earlier. I have to clean and we'll need snacks."

"You needed the sleep. I'll get the snacks, you pick up your room. There's ham in the fridge. Make yourself some brunch first, okay?" May grabbed her purse and keys. "Any special requests?"

"Chocolate," Peter said quickly, "loads of chocolate."

"Really? Okay, popcorn, soda, and chocolate, the trifecta of movie junk food." May paused on her way out. "I've got an opportunity for some overtime this weekend. If I take it, it would mean not being here tonight."

"May, it's just Ned and MJ. We're going to watch a movie." Peter shrugged. "We're old enough not to go sticking things in the light sockets."

This would be the moment for May to throw his vigilante betrayal in his face and decide not to go to work. Peter expected to be scolded at least weekly until he was twenty one about Spider-Man whenever the opportunity came up.

"Oh Peter, I love how you think just because you and your friends are super-smart that you can't be teenage-stupid too. No parties, no crazy time, promise me?" May insisted.

"My community service aside, Ned and MJ and I are the three most boring teenagers in the entire world. I promise, no shenanigans."

May smiled and shook her head. "Okay. I'll be back in thirty."

Letting out a relieved sigh, Peter started assembling ingredients from the fridge. May hadn't thrown Spider-Man in his face and that was a nice change. He stacked tomatoes, lettuce, and pickles and a triple layer of ham onto a kaiser roll. In a creative move, instead of finishing with mayo and spicy mustard he smothered the sandwich in Hershey's chocolate sauce. Three bites in, Peter sighed. "Heavenly."

After rinsing the plate, he washed his hands for a good five minutes, far longer than made sense, but he hadn't slept off the odd feeling that something was on his skin, particularly off about his hands. He stopped, not because he felt clean, but because he couldn't afford to stand at the sink all day. He had to get ready for his guests.

* * *

A shiny mahogany table with a depressingly small group of heroes gathered around it held a pile of pastries and coffee, far more food than they actually needed for three people, especially considering Vision didn't really need to eat. In accordance with the document they had signed regarding oversight, they had a scheduled conference call to report on the recent disturbances in New York. The virtual presence outnumbered the heroes two to one: Senator Ross, the local Police chief, and three committee members with no ties to the area.

The moment Tony had determined there was an issue requiring Ironman, he had sent a report to the local authorities who had authorized immediate action, but if the issue wasn't resolved in twenty four hours, by statute they had to have committee approval to continue.

Continuing their assistance seemed to be less debated than questioning the methods of assistance they provided. "She's a blood-covered ivory gargoyle with shark teeth, I'm unclear how she vanished into the city with no sightings at all," Police Chief Walters said. His face was red, from the white hair of his beard to his silver hairline. "You should have come at her with lethal force when you had her cornered originally. Attempting to subdue an alien that had already killed a citizen in New York was irresponsible."

"Not an alien, Chief," Tony said without looking at the wall of virtual conference attendees. He bounced a red ball against a side wall instead. "So we're completely accurate, that gargoyle is another voting New Yorker. From what we can tell, the anomaly on Benham turned her into the great flying cannibal. Capturing her and trying to help her seemed the most humane approach at the time, but feel free to continue critiquing my attempt to contain the situation. The longer I'm here, talking to you and not looking for the shark-toothed monster, the situation is undoubtably improving."

"Mr. Stark," Ross interjected. "I think I speak for everyone that we definitely want the Avengers to continue their efforts in this case. I'd like to bring to vote an official sanction of lethal force. We don't know what happened to create this mutation in a regular human, but it could be contagious. It could be anything. Are there any committee members opposed to lethal force?"

Tony sighed as the politicians congratulated each other on the decision to kill the monster stalking New York's streets. He couldn't help himself, he interrupted their self righteous pontification. "For the record, the Gargoyle's name is Lily Frazier. We're staking out her residence and family in case she tries to go home. She has a family, a kid too, but hey, I do understand collateral damage and we'll use whatever means necessary to contain the crisis. I'm no biologist, but I do think that a live patient would be more valuable for determining what happened and how dangerous exposure to her has been for the people of New York."

Tony threw his red ball and the screen projecting Ross' face. "End conference."

Rhodey had kept his mouth shut while Tony read the committee in on the current situation in New York. In truth he was here mainly to fill a chair and show what little strength in numbers they could muster. His physical therapy had not reached a stage where he was field ready. "You need help, Tony. I know you have ten armies of drones and those suits can function fairly well by remote control, but this isn't a one or even a two man job."

"I am of course at your disposal," Vision said. "I could coordinate the drones monitoring for Ms. Frazier's reemergence."

"Thanks, that would help." Tony leaned over the table toward Rhodey. "I've got an independent contractor that's going to come in for a few weeks. I'm expecting him later today. Don't worry."

"You're not talking about the Spider-Man, are you? Has he even signed the accords?" Rhodey asked.

"Not Spider-Man, he's sticking to the minor leagues for a few years, his choice. Trust me. I've got this. You focus on getting better." Tony grinned and snatched a muffin from the stack. "I've got work to do. Vision, buddy, you can access the drone feeds through F.R.I.D.A.Y. Thanks for pitching in."

"I know that grin, Tony. I'm in no condition to clean up any messes. Please, can we not push the envelope right now?" Rhodey sighed. He gestured to Vision. "Watch his back?"

"Always."

* * *

Friends could be a great distraction in times of trouble. Peter almost forgot his bad day, losing his suit, and getting scoured by alien slime for minutes at a time while Ned and MJ were chattering. He wiped his hands on his jeans and had to bite his lip hard to stop himself from slipping out of the room to wash his hands again. Peter was starting to worry that it might be a sign that his head was seriously messed up somehow from yesterday. He crashed a plane from the outside and he got by without needing to talk through his feelings on the trauma; one round with the black goo of doom and he seemed to be heading for full blown OCD.

"That was a bleak, bleak ending," Ned said as the credits rolled. "This is a departure for us. We usually stay clear of the more horror sci-fi stuff. "

"You guys are missing out by skipping the scary science fiction. Just think of the classics-Alien, Aliens, The Fly, The Blob, The Thing," MJ stopped reciting, seemingly only because she needed to take a breath. "What did you think, Peter?"

The movie had made him think of Razzle Dazzle and her transformation. Too reminiscent of real life, was not a reasonable answer all things considered, so Peter shrugged. "It was good. I prefer endings with at least a little hope, but it wouldn't be as powerful I guess. Let's take a break before the commentary run through."

A break usually entailed a trip to Peter's room and private Spider-Man talk. Of course, Michelle changed that dynamic. Peter easily climbed to the top bunk to sit while Ned took the bottom and MJ settled at his desk.

"You know, you never really said what you did to get grounded for an entire month." MJ cocked her head to the side. "Your aunt doesn't seem the type to ground you for something mild. Did you rob a bank, Peter?"

Ned laughed and Peter sputtered. "No, I'm not a felon. I just would rather not go into it?"

"Embarrassing, I get it. A man is allowed his secrets," MJ sighed. "Don't feel bad or anything. I'm just nosey. Everyone says so."

"Not everyone," Ned said. "I find you delightfully inquisitive."

"I'll be back." With a graceful slide, Peter popped off the top bunk and out the door to the bathroom where they could immediately hear the sink running.

MJ sighed and shook her head at Ned. "I'm going to go. He is never going to talk to you with me here and I think he needs to talk. Keep the DVD. Bring it back to me Monday?"

"Wait, what?" Ned pretended he didn't know what she meant, but MJ really was the most perceptive person he knew. Peter was not himself and the bizarre quirks were becoming slightly alarming.

Ned couldn't put his finger on why he was worried per say. So Peter had never been the guy who ate sweets before tonight, no big deal. Maybe he had spent half the evening slipping away to the kitchen or the bathroom to apparently wash his hands, so what. Either fact alone or even together didn't add up to much, but last night had been getting serious before Peter hung up. Maybe something terrible had happened?

"Ned, it's okay. Tell Peter my mom texted. She does every hour anyway so it's not even a lie. I'll see you guys Monday. Movie night was mostly fun. Thanks for inviting me."

MJ had already gone by the time Peter made it back. "Dude, what is going on with you? I clocked you. That was a six minute hand wash."

"It wasn't," Peter denied. He shoved his hands into his pockets. "Where's MJ?"

"MJ had to go, her mom texted. That's girl code for 'I'm leaving cause you're being weird.' Seriously, what's going on? Are you okay?" Ned frowned as Peter dropped onto the bed next to him and offered him his right hand. "You want to hold hands?"

"Look at it and tell me if you see anything wrong with it. It's not a trick question, just look." Peter waited for Ned to take his hand and examine it critically. "Something that came out of the spot on Benham destroyed my Spider-suit and I could swear that there has been something on my hands since then, but there isn't."

"I don't see anything, Peter." Ned looked horrified. "The suit is gone?"

"The suit is gone, and I'm losing my mind. Oh and the girl, the working girl, she came out of the spot all mutated and demony. It was not good. She's the one who melted my suit." Peter bounced to his feet and showed Ned his partially melted mask. "I know it's crazy, but I'll be right back."

Ned held the melted mask and listened to the water running again in the bathroom. He took a long moment to ponder what Peter had said before he followed him. His friend glanced up from where he was vigorously soaping his hands. "I don't think you're crazy. Think about it. You knew about the thing on Benham Street before anyone else. Something is wrong and you need to tell May or Mr. Stark. If you want to keep doing what you're doing, I can get your phone and call for you?"

Peter had to take a deep breath to keep from crying. Ned was right, and he knew that but calling for help felt wrong, terrifying. "One more night and if things are not back to normal in the morning, I'll call everyone."

"I really don't think you should wait." Ned debated just going to Peter's phone and calling every adult that might help in his contacts list, but it felt like tattling. A guy's man in the chair didn't call in back up until his friend was ready for it, right? "If you're going to wait then I'm staying over. Then if things get any weirder, I'm calling someone."

"Okay." Peter finally dried his hands and stepped away from the sink. "I really don't want to watch the commentary on that movie."

"Yeah, me either, no more scary movies tonight."

* * *

Tony's inner sanctum was not a place many people had ever been welcome. Pepper could intrude and Rhodey was allowed in from time to time. In general though, it was his private clubhouse with his toys and he had never been one to share. The man sitting at his desk, salt and pepper hair too long and drooping into his eyes, had been allowed all the way in. Once upon a time, Tony gave him his own desk and let him play with all the robots. Then he bailed and went radio silent for over a year.

"Bruce, it's really you. Glad you're not dead." Tony placed a muffin on the desk next to his wayward friend. He had to have been close to arrive so soon after his last email, but Tony didn't ask where Bruce had been or why he had stayed away. "Have you had a chance to look over the data and the recordings?"

"No, not yet. I wasn't sure if my password still worked." Bruce shrugged. "I thought we should probably discuss terms before I got very comfortable."

"You're an independent contractor. I pay you money, you consult and then you go away when we're done. Real simple."

"Just so we're clear that I'm not rejoining the Avengers and I'm really not signing the Sokovia Accords," Bruce said. "What were you thinking with that?"

"We're not having that discussion. You're an independent contractor and I don't discuss Avenger business with independent contractors." Tony waited expectantly for Bruce's nod, then he continued, "You read my email. There's a 'thing' on Benham Street in Queens. I need to know what it is and how to get rid of it. Work your magic. Would love to help, but I have an honest to God cannibal to find before it eats any more helpless citizens." Tony was suited up before he spoke again. "Your password still works.

"And Bruce, eat the muffin. You're skin and bones."

* * *

If you asked just about anyone in the world where the heart of New York City was, they would mention Time Square or maybe the Empire State Building or Avenger's Tower (not that the Avengers lived there these days) but people who lived in New York had their own opinions and the heart of the city was a little different for all of them. Peter Parker stood in front of Delmar's Grocery with a grayed out version of himself, showing him the last important bits of himself.

People stood in the grocery store, faded figures, some long dead (one more recently so). Next to them others stood, more vibrant, alive-May and Ned, Mr. Stark and Happy, MJ and Liz and a hundred other friends less clear but still important to him personally.

Peter squeezed Gray's hand and pulled him to each of the most important people in his life. "We are protectors," Peter said for what felt like the millionth time.

Gray tugged Peter by the hand, pulled him away from the humanity that they had been dwelling in almost exclusively up to now, and showed him his own truth. They dropped into an inky black ocean but instead of blocking their vision, a new world clarified.

Gray took Peter to a cave filled with shimmering, inactive nodes. It wasn't exactly Delmar's, but it was Gray's center. Three of the nodes sparkled with life and Gray gave them to Peter one at a time, humble gifts, small and insignificant next to his host's convictions and purpose.

The first node bonded with the bones and muscles of his body, black alien fibers adding their strength to his own. Gray had no words for his gift and instinctively Peter named it. "We are **Powerful**." Accepting its name, the node turned brilliant ruby red.

In a mind bending rush, the second node washed over him, becoming an extension of his own body, as comfortable as his own skin. His new skin shifted painlessly and easily into anything they could imagine. "We are **Mutable**." Gray applauded when the second node transformed into a brilliant blue.

The last node became another layer to the second, giving Peter a glimpse at the best camouflage in existence. His second skin shifted, presenting whatever face he needed, Peter Parker or Spider-Man or... something more intimidating. "We are **Clever**." The last node faded from black to perfectly clear, all but invisible.

Gray grinned, its teeth too sharp to be perfectly human, and for the first time it spoke.

"We are **Protectors**."

Peter accepted Gray's version of their truth. They were protectors first and last and everything in between would just help with that. Together they carried the three active nodes out of the alien sea and back to Delmar's. Peter opened the cash register, and he carefully concealed the living nodes in their new home.

No longer Peter and Gray, a new boy stood in their place, a strong, mutable, clever boy.

A protector.


	6. The Excrement Hits the Fan

**Chapter 6 – The Excrement Hits the Fan**

Ned woke gradually to something warm and boney burrowed into his side. He tried to sit up but whatever was in bed with him snuggled tighter, holding on so that he couldn't get away. "Peter?" Ned could feel color rising in his cheeks. Peter was his bro, his best friend, and he had even been comfortable calling him his nerd-husband, but they did not snuggle. "Dude, what are you doing?"

"You're soft and warm and you rumble pleasantly when you sleep. It's much nicer down here than the top bunk." Peter loosened his hold but made no move to leave the bottom bunk or let Ned up. "Ned Leeds, you are one of the most important people in the world to me. You were yesterday and you are today. It's important that you know that. I won't ever hurt you, and I will keep you safe. I love you."

They had been put through a sensitivity class in school about dealing with your friends and classmates if they came out with an alternate lifestyle or gender. He and Peter had sat in the back of the class and played hangman through the entire painfully embarrassing seminar. Now Ned wished he'd paid more attention because it sounded like Peter might be trying to pick him up. "You love me?"

"I'm sorry. That was inappropriate. I know it was, but you need to know before you start freaking out that you are safe and loved. Even if you can't get your head around what's happening, I still love you." Peter lifted his hands up so that he and Ned could see them clearly. Liquid bubbled up on the surface of his palms but it didn't drip down. Black and inky it spread in rivulets over his fingers until his hands were covered like a pair of gloves. The substance morphed into the pattern of his Spider-suit. He generated lumps that became shapes and faces and without a flourish the black substance disappeared back into his skin like it had never been there.

Ned couldn't have moved faster if someone had set him on fire. Like a shot he was across the room and leaning hard against the wall. The hand washing hadn't been out of place it seemed, but it also hadn't been very effective. Why hadn't he just called someone last night before things progressed to I love you's and visible displays of suit-melting black substances dancing on his best friend's palms? "What was that?"

"I can't think of a way to explain it that isn't going to upset you. So you get the simple truth, and you remember what I told you about being safe with me." Peter nested deeper into the covers. He buried his face in the sheets and sniffed deeply. "Sorry, just everything is so new."

"New? It's your bedroom." Ned got a bad feeling in his stomach. It was probably the scary movie with its pod people making him paranoid, but maybe he wasn't speaking with Peter anymore. Ned wished he knew where his phone had migrated overnight. Concerns about tattling or being a bad man in the chair were gone. "Peter, what's happening?"

"It seems, Peter picked up a symbiont two nights ago. I know biology isn't your favorite subject, but you know that one, right?" he asked.

"A parasite," Ned whispered.

Peter frowned, and shook his head. "Technically, yes, but not the way you're thinking. With a symbiont it's a two way street. The host is the bigger organism and the parasite the smaller, but they benefit from each other. There are all kinds of examples in nature. A host is happy to have a symbiont. It's commensalism, a good thing."

"Okay great, congratulations. Are we going to call Mr. Stark and tell him about the parasite?" Ned asked, acutely aware of the hysterical note coming out in his voice. Peter had referred to himself in the third person. "He'll know what to do."

"No, he'll react like you are right now and start researching industrial strength parasiticides to kill me. It's okay that you're freaking out, and it's okay that you're going to call for back up as soon as I go out that window, because you love your friend and you want to help him." As fluid as any gymnast, Peter extricated himself from his nest of covers and crossed the room until he was back in Ned's space and then he was hugging him again. "I'm sorry this is scary, but you'll see that we're stronger together, better. You haven't lost your friend, not really."

Ned remained stiff and terrified in Peter's grip, not sure what might happen next. True to his word, Peter left Ned with a squeeze to his shoulder. It took a moment for his form to shift, but the symbiont emerged in a wave of color, blue and red and black, more subdued than Peter's suit but still Spider-Man. "When you call Happy, no I still don't have a direct number for Mr. Stark, tell him that I have found the other symbiont, the girl that's been killing people and that I'm able to bring her in. Tell them to call me with a location that can confine her, otherwise I'm going to head out of the city and upstate. I'll take her all the way to Avenger's Headquarters if they can't get anything to me." Peter waved his cell phone at Ned before it disappeared into his palm, seamlessly enveloped by the symbiont. "It's like having the best pockets ever."

His friend disappeared out the window in a liquid flood of graceful motion that for once, Ned didn't envy at all. It took entirely too long to find his phone under Peter's desk, but he scrolled through to his most prized contact and dialed, silently ordering Happy Hogan to answer his phone. Ned never called this number because he had been given it with the understanding that he would only ever use it if things were going sideways at a Homecoming Dance level of horizontal. "Hey, this is not a good time Peter's friend. If no one is dying or being arrested, call back and leave a voicemail."

"Peter is in trouble. He is infected with some kind of parasite. He called it a symbiont. He told me to call and tell you that he was going after the other symbiont, the girl who was killing people. He said to call him and tell him where to take her or he'd just take her out of the city and try to get her to the new Avenger's facility." Ned took a deep breath, relieve to have just passed the information to someone who could maybe find help. "What do I do? He touched me. I could be infected."

"Stay where you are. Keep your phone on. Someone will call you back."

Ned sank onto Peter's desk chair, phone still held to his ear even though the disconnect tone had already sounded. What was he going to tell May?

* * *

The only thing Tony Stark could think while flying at top speed toward the tracker in Peter Parker's phone was don't be dead, kid. They could find a way to fix anything else including extreme parasitism. Unfortunately, the young lady Peter had set out after had killed five men that the authorities knew of and had effectively evaded all attempts at capture using a combination of body morphing and a strange sonic attack. Siren, as the local news had dubbed their night-stalking cannibal, was dangerous especially for men. Peter had gone after her without giving anyone a chance to read him in on the dangers.

Of course if he was infected with whatever had mutated her, he might not be in a perfectly rational frame of mind. Tony shivered at the thought of Peter's face split and twisted like the horrific thing he had met two nights ago.

Ready to come in pulse weapons blazing, Tony decelerated on an odd tableau. Under a tree in a park, Peter had the monster, currently morphed into her human face, practically sitting in his lap, eating candy bars. Still stained with blood and gore, she seemed remarkably content with chocolate and the company of Spider-Man. Peter had somehow patched his suit back together, but the colors seemed a bit off, muted.

Peter held a hand up in a universal stop gesture. "You should stay back, sir. She doesn't like people, especially men and she remembers your immobilization foam. Her mind is too fragmented to discern between someone who annoyed her and someone that deserves to be eaten."

"Your statement implies that anyone deserves to be eaten, but I'll stay back. You need to move away from her. She has her pretty face on right now but you don't want to be close if she decides to eat something more filling than that candy." Tony was inordinately relieved that Peter was talking relatively normally, not snarling or hissing or waving around claws. "Didn't we agree that this was out of the minor leagues, kid? Back away from the girl."

Peter looked back at him and the symbiont receded from his head, allowing them to speak face to face. "We both know that things changed. I've been trying to get her to show me where the other symbiont is. Three symbionts came out of the area on Benham Street. One bonded to her, one bonded to me, and I can't sense the third so it's probably still dormant. She hid it somewhere, but her mind is utterly fragmented. It's like trying to talk to a fifteen month old child, a really angry, hungry baby."

Seeing the living suit peel away from Peter's skin, left Tony more than a touch nauseated. Then Peter's verbal confirmation just hammered the truth home. His superhero protégé was infected with this parasite and they were going to have to find a way to purge him of it. Tony was already wracking his brain to decide who would be the best doctors to call. They'd need a parasitologist, a medical doctor, a xenobiologist, people he could trust not to report on Peter's identity or condition to committees that might order his liquidation. He might have to bribe some people to make this work. "Bio containment will be here soon. Do you think you can get her into it?"

"Yes, as long as everyone stays back and lets me. She trusts Spider-Man; his helping her is one of her last memories before her mind went nova." Peter unwrapped one of the candy bars and took a bite himself. "She likes me."

Tony's suit warned him that an attack was coming before his eyes could perceive the Siren's body morphing and tensing to strike. "Peter, move!" She hissed at him and launched herself at Ironman as if her claws could penetrate his suit. He was ready to blast her the moment he had a clear shot, but Peter had acted, wrapping his arms around her so that her launch didn't get far. The symbiont flowed back over his head, resuming his full Spider-Man appearance. They struggled for a few long minutes until she finally stopped fighting. No longer almost in his lap, now she clung to him like a barnacle. Peter eased them to the ground with her head tucked under his chin and her body curled to his chest.

It was not an ideal position from Tony's point of view. A maw of extremely sharp teeth was literally a micrometer from Peter's neck. "Kid, you need to get away from her. I'm not going to have any hope of helping if she decides to rip out your throat."

"She couldn't rip out my throat if she tried." Peter was gently rocking her like a big, monstrous fussy baby. "The symbionts aren't natural at language you know. They communicate in a tactile way, body to body and mind to mind. She's afraid that you're going to hurt her and me. The concept that you're not an enemy is not coming across. She's hung up on the containment foam incident."

"Ah the containment foam that she shredded like tissue paper? Yeah I remember that, good times. She was eating a man at the time; those big teeth you aren't worried about were snapping femurs like pretzels, so maybe for once in your life, you could listen to me when I tell you to protect yourself and step away from the piranha at your carotid." He couldn't see a proper expression through the Spider-Man face, but Tony imagined Peter rolled his eyes at him like a disaffected teen, because he said nothing, just kept consoling and petting the symbiont. Tony didn't dare try to force the issue. If he provoked violence from her, Peter was literally under her teeth.

The low hum of massive engines could finally be heard and Tony quickly checked the mobile bio containment's progress. They were close, thank God.

"The containment unit is almost here," Tony said.

"Good," Peter tightened his grip as the Siren turned her face toward Tony for another long low hiss. "She's not getting any more stable and the chocolate can only do so much to help."

"That wasn't just a snack?" Tony asked.

"No it's symbiont science. Fortunately, I know quite a lot of chemistry and my symbiont knew what it needed, if not its name or where to find it in this world.

"May made hot chocolate that first night and we knew it was what we needed. Phenethylamine and caffeine both stimulate the human mind. Subtle stimulants can help stabilize a broken bond or help develop a functional one for the symbiont. Of course, I don't think all the chocolate in South America is ever going to fix her bond. It's too damaged, too twisted, but it's helping enough that I'm able to handle her, to hold her and console her and maybe get her into containment before she burns through this host and moves into another."

"Sounds like you have a lot of information that we're going to need to recover this situation. Containment will be here in t minus five minutes."

"Yeah, about that, whatever happens in containment, you should know the truth, right now from the beginning. Peter and the symbiont merged early this morning and the bond has reached a point that is inextricable. I was born this morning from that union. You've called me Peter since we met, but I'm not just Peter anymore. You need to understand that.

"I know that means you probably hate me right now, but the faith Peter had in you was unshakable and I inherited it. He admired Ironman, worshipped Tony Stark and after he got to know you, the man behind both, he loved you. Peter is still here, still part of me and because of that, I love you and I trust you. Not in a fragmented broken way like Lily Frazier and her symbiont trust Spider-Man either."

It felt like someone was squeezing his heart and for a long moment Tony thought he was maybe having a real myocardial event, but the moment passed. He didn't cry and he didn't speak. He clenched his teeth and bit back what he wanted to shout. _I am not that easy to manipulate you fucking parasite. You need to work on your Peter impersonation, because it was pretty believable until you started the soulful confessions_.

"So, I accept what comes next, that you have to try and fix your friend and I won't resist containment."

"Good that you're feeling so magnanimous," Tony snapped. Bio containment rolled into the park, squat and ponderous, more like a tank than anything else. "There are three containment units. Help us get Ms. Frazier into one and we'll transport you in the second."

* * *

Happy Hogan had been asked to do a lot of things by Tony Stark, and he had accepted almost every task with tenacity if not always enthusiasm. How many men would faithfully guard his boss' engagement ring for nine years, keeping it on hand for when the moment finally came to use it? The babysitting of Peter Parker was one job Happy hadn't asked for and never wanted. Despite his best efforts the kid wormed his way in until he wasn't just a job. He was a good kid, a friend, another hero that Happy had to worry about.

He still owed that kid a big one.

Today, Tony asked him to resume babysitting on a different level. "We found them both and they've been transferred from mobile bio containment to the holding labs on sub level eleven. It looks like Peter and it does a passable impersonation, but the parasite is driving the bus." Tony ruffled his hand through his hair, looking more off center and concerned and angry than he had since Aldrin Killian had come after his family and his life. "I can't talk to it anymore, not right now. So I need you to go down there and keep it talking. Get as much information out of it as you can. Even if it's lying, there is a lot to learn. I just…" Tony's hands were balled into tight fists. "I've got to get a team together. I know just enough about xenobiology to know better than to muck around without an expert."

"Debrief the parasite, I can do that. Don't worry Mr. Stark." Happy took the elevator to sub level eleven. He walked the short hall to containment two and stepped into the antechamber. Sure enough, the kid was in there and dressed in what had to be pajamas, a t-shirt and some flannel pants. He was literally climbing the walls, both hands stuck to the ceiling and bare feel dangling down. "I'm here to get some information. My understanding is that you aren't Peter. What should I call you?"

The kid smiled and dropped from the ceiling. He walked forward until the only thing between them was the reinforced glass of his prison. "You can call me Gray or Peter or Parker. I need a new name, but I've only been me for a day or so and you don't want to pick a name lightly, you know? You pick Roy and then you're stuck with it for the rest of your life."

"I get Peter Parker, but why Gray?" Happy asked.

The kid morphed his body and clothes into a gray and black monochromatic mirror of the Peter façade he had just been speaking to. "Peter named his symbiont Gray when they were getting to know each other. It was a cosmetic thing. Peter and Gray both had pretty exuberant personalities. Then Gray was mostly a reflection of Peter so that was to be expected." He morphed back to normal colors without any obvious effort. "Gray and Peter bonded to make me, and that's why I need a name. Any ideas? How did you get the name Happy?"

"We're not talking about me. Tell me more about Gray. When and how did Peter and Gray meet?" Happy asked.

"I don't think so. You answer a question for me, and I'll answer one for you," he said. "How did you get your name? I don't believe your parents named you that."

"I was a boxer. I frowned a lot. It was ironical." Happy smiled, grimly. "When and how did Gray and Peter meet?"

"Ironical, that's so cool—fat guys named slim, bald guys named curly. I could pull off an ironical name. How does Venom sound to you? Wait, think about it. Peter Parker had spider powers but no venom and Gray had all sorts of genetic abilities but none were overtly venomous. They combined to make cuddly, cute, non-venomous me. Venom might be my name. Though I suppose with Peter's flair for creative chemistry and Gray's ability to generate organic substances, I could become venomous if I wanted. It wouldn't be ironical anymore, just literal. It could work either way. Do you like it? Venom. Kind of rolls off the tongue all intimidating, right? I mean Peter sucked at intimidating but Gray, he has all these genetic memories and most of them are inactive but the ones that aren't. Would you like to see Gray's best intimidating face?"

Without giving Happy a chance to respond, the kid morphed into something very different. Viscous black liquid erupted over his body, forming a multi-limbed beast with a maw of razor sharp teeth and twelve gleaming white eyes. It roared once and snapped its jaws. Venom released the form carelessly as though it were nothing, returning to base-Peter. "Intimidating, yeah?"

Happy turned off the intercom and sat heavily. He understood why Tony had had to step away, because that was not Peter their friendly neighborhood Spider-Man, but after listening to him talk, Happy was certain of one thing. Peter was in there; some echo of the kid remained. And what the Hell were they supposed to do to help him? He flipped the intercom back on once he was sure he wouldn't erupt into a stream of curse words. "You need to answer my question. When did Peter and Gray meet?"

"It was a Friday, last Friday actually," Peter said. He paused and frowned. "I scared you, didn't I? Sorry, I just get carried away sometimes. Everything is so new. I wasn't even born yesterday yet, you know?"

"I know, kid." Happy sighed. "Try to focus. Tell me everything you can about the parasite. Tell me about Gray."


	7. Lonely Days

**Chapter 7 – Lonely Days**

It wasn't every day that you came home to a hazmat team in your living room, but May had come to expect a little drama when raising a teenager. Peter had a gift for special levels of drama, but with his bright red and blue suit out of commission she had hoped for a break. May checked her phone again, just to make sure she hadn't missed a call or text explaining what was going on. She could see Ned across the room being scanned by a device, but she couldn't see Peter anywhere. "Okay, someone needs to tell me what is going on here, right now."

"Ms. Parker, this way. We're going to do a quick scan and then we need to get you and Mr. Leeds in for a full workup. Your nephew contracted an exotic bug the other night and the Avengers are handling the situation."

"Oh, no, don't come anywhere near me, buddy." May gestured for the man and his impractical yellow suit to stay back. She tapped the contact in her pone labeled Douche. "Stark, if you don't answer this call." When the call connected, May didn't wait around for greetings. "Where is my nephew? Is he sick? I swear this is the last straw. So help me, if this is something related to 'you know what', I will take Peter and move to Idaho where there aren't any buildings to swing from and the criminals steal cows."

"I doubt the criminals in Idaho steal cows, potatoes maybe," Tony offered dryly.

"Bite me, Ironman." May was squeezing the phone so tight, it was a wonder it didn't break. "Is Peter okay? What's happening?"

"Peter's with me, upstate. Let the team get you up here and you can see him. You let me get him better and I'll help you house hunt in Idaho, okay? Your nephew has no sense of self preservation. It's frustrating."

"Tell me something I don't already know." May lowered the phone, scared and angry and ready to head north. She turned to the closest suited man. "What are you waiting for? Scan me if you need to so we can go."

* * *

It wasn't that Bruce didn't know that he was signing up for more than just a freelance job when he agreed to help Tony. He knew there would be personal things to work through. Leaving his friend wasn't the primary goal when he dropped off the radar, but Bruce knew that's how Tony would take it. For a billionaire, he could be as insecure as anyone else sometimes.

Bruce didn't look up from the footage he was reviewing when Tony flew in and stepped out of his armor. "So, can I assume you caught the big bad Siren since this place went up to defcon one a few minutes ago? I'd like to see it. It came out of the anomaly on Benham, right?"

"Yeah, we have a bigger issue right now. You need to help me; it's vaguely related to the Benham Street anomaly and you're under contract for that. I know you're more of a nuclear physicist, but I may have played a role in getting a teenager eaten by a parasite. Said parasite may or may not be controlling him, and I need to help him before his aunt arrives and kills me."

"Do you ever have simple problems? Parking ticket? Hang nail? I have nail clippers, you know." Bruce paused the computer program and stepped away from the desk. "Is the other one a parasitic infection as well? Show me the patients."

Together, Tony and Bruce observed Happy's interrogation of Peter from the video feed. After watching the kid morph briefly into gruesome monster, Bruce whistled. "So is this aunt coming in a few weeks?"

"Tonight," Tony said. His legs had gone weak, and he had sunk into a chair at some point while the parasite was morphing and snapping its jaws.

"Yeah, you're not fixing that tonight. I have quite a few contacts in the world of extreme medicine and biology. I'll make you a list."

* * *

Ensconced in an Avengers pilotless plane and headed for the actual Avengers compound, Ned felt no joy or excitement. He had walked May through everything he knew, beginning to end but he hadn't told her the worst part, that he knew Peter needed help and he hadn't called for hours, not until things had gotten very bad. "I'm sorry, May. I knew Peter was not himself, and he told me enough that I should have just called someone even though he didn't want me to. He could have had help hours sooner."

"Ned, you called for help. I doubt whether a few hours here or there would have made a great deal of difference in what's happening. So stop beating yourself up." May took Ned's hand and squeezed it. "If your mom finds out you were exposed to a dangerous parasite and had to fly to the Avengers headquarters for a check up, she will never let you stay over again."

"Oh I've been texting her. As long as I'm home by ten tonight, she'll never know anything happened." Ned blushed a bit at admitting to lying to his mom. "Don't tell her, please? I know It's bad to lie to your guardians but this kind of thing could expose Peter's secret."

"What you tell your mom is between you and her," May said. "I won't get in the middle of it."

Tony Stark met their plane. He was quick to talk through everything that had happened, what they knew and what they were doing to fix it. "So it's going to take a little time to assemble the specialists and bribe a few not to report the situation back to their chain of command, but with any luck Peter will be home for New Year's."

Completely shocking Tony, May didn't shout at him or blame him for what happened to Peter. She let the doctors continue with their exam and didn't say a word for several long beats. "Thank you, Mr. Stark for everything you're doing for Peter. We are very lucky that you're able and willing to help."

Tony made a confused face but didn't argue. "You're welcome." He had expected her to call him out for not fixing Benham Street before it started spewing dangerous extraterrestrial parasites at the very least.

"Can I see him?" May asked.

"Sure as soon as the doctor clears you we'll head down." Tony gave her a ridiculous thumbs up. "You're really not angry with me for this?"

"You didn't put him in this position, not this time," May said. "I gave him permission to put that suit back on and put himself in danger. This one is on me.

* * *

 **6 months later**

Taking a car upstate to the Avengers facility three times a week should have been well out of her budget, but May sat in the back of a new-smelling fancy car with nothing to do but think. The car and the monetary windfall that let her take so much time off work were entirely Tony Stark's doing. She had wanted to refuse the charity, but he had been adamant that it was a courtesy and back-pay for the work Peter had done on his behalf. At the end of the day, she didn't have a choice. She would rather eat glass than take charity from anyone. For Peter she'd eat glass, take charity; she'd cut off her own arm if it would help him get better.

Walking up the stairs and around to the front entrance, May waited through security and submitted to a biometric scan of her hand and eyes. She would have to pass through three more check points to get to sub level eleven, but most of the time Tony or Happy met her part way and let her bypass the rest. Today she waited through all three stations.

Her first stop was always lab one. She turned on the intercom and she talked to the pitiful creature trapped inside. It didn't like men and she was one of the few women who visited this place. "Hi Lily, it's May again. I dropped by the day care where your little one spends his days. Lewis is getting big, so tall. I know he misses his mom. I baked some double chocolate chip cookies, half for you and half for Peter. They should make it through security sometime today."

Lily wasn't wearing her angry, frightening hungry face today. A waif in a hospital gown with big lost, sad eyes, she placed a hand on the glass between her and May. "Help me."

"They're trying. Be strong, okay?" May touched the glass over Lily's hand and switched off the intercom. Visiting Lily was so much easier. The parasite hadn't left enough of her humanity to make things confusing most days.

Lab two painted a different picture. No longer an empty, sterile work space, it had filled with the clutter of a child's room over the last six months. Books and clothes and a partially completed 3D puzzle filled the space. A beat up old radio played into the intercom, retro 90's rock. May turned off the radio but left the intercom on.

"May! You came back." Peter didn't just walk to the glass, he basically bounced over in a graceful flipping motion that defied human reflexes. Perched like a bird on the small ledge along the reinforced window, he grinned at her. "Did you bring me schoolwork again? It's so boring in here that I've been looking forward to something new to work on. Is Ned okay? And MJ, is she mad at me over the decathlon? I missed her first meet as captain. Are you okay? You look tired. It's a long drive, I know."

"I did bring school work, and cookies too. They're back in the security scanners. They'll get it to you sometime today, I'm sure." The doctors thought it was best to keep stimulating his mind and letting him learn as though it was Peter doing the work. They theorized that Peter would probably retain the information if they ever got him clear of the parasite.

May couldn't make herself look him in the eyes because it hurt too much. Tony liked to call it a Peter impersonation, but it was too accurate. It wore Peter's face and used his expressions. When Tony offered her a room upstairs, May turned down the opportunity. Three visits a week was almost more than she could stand as it was. "Ned misses Peter and MJ hasn't come around lately. As for old Aunt May, I'm just fine, worried is all."

"I love you."

May had to close her eyes and count to ten before she could talk. "I love, Peter. And you're a nice enough parasite, but I'd like to talk to my nephew if you can make that happen."

"You're sort of talking to Peter? He isn't erased. He's here." May turned away, but not before he saw that she was crying. "Oh God, I'm sorry. There are about a million dormant memories in here, Gray's memories. I'll go in and try to wake some up again. It might work this time? Maybe there's a way to unwind us? I don't know. I only know what Peter and Gray knew and Gray was a baby and Peter, well he knew a lot but not about what Gray was. Please don't cry, May."

"I need to go wash my face." May twisted the radio back on and walked briskly out of the room. In the lavatory, she locked herself in the first stall and cried like she did almost every visit. This was so much worse than losing Peter's parents or even Ben. Usually you buried your dead and mourned and moved on. Peter was eaten by a parasite and now that parasite wanted to be family in his place. It was horrible and nauseating and then there was the goddamn hope. Maybe they could fix it and get Peter back? Stark was adamant that he hadn't yet begun to fight, but they were six months in and hadn't made any progress at all.

May wiped her nose and eyes and rinsed her face off at the sink. She wasn't wearing much makeup, after over fifty visits with what was left of her nephew she knew better than to bother.

Rather than head back in for some more torture with what remained of Peter, May took the elevator back upstairs and suffered through the security stations to get to Tony's lab. She pushed the button that would alert him that he had a visitor and she settled onto a sofa to wait. If he wasn't here or wasn't willing to talk, F.R.I.D.A.Y. would have said something by now.

It wasn't Tony Stark that came out to see her, but the rumpled, quiet Dr. Banner. She had met him a handful of times over the months she had been visiting and she knew he was involved peripherally with Peter's case. "Dr. Banner, I take it Stark isn't available?"

"He's not, but it's for the best of reasons. We have a new strategy. Peter's symbiont..."

"Parasite," May cut him off. "I'd appreciate you not using words that imply anything positive was done to my nephew."

"Sorry, so the parasite has been very bored. Peter is too bright for us to give him any technology in there." Bruce held his hands up in mock surrender, knowing May didn't like it when people used Peter's name when talking about the parasite controlling him. "If Peter could turn an iPod into a tool, so can the parasite. Happy set the radio up at the intercom to help with the boredom ages ago. Well the parasite reported that it experienced discomfort even disruption with some of Tony's more metal inspired music. We've experimented with the sonic sensitivity and we're going to try to free Lily Frazier later this evening. If it works for her, we'll try to help Peter with it. We're trying with Ms. Frazier first because from what we can tell, she's dying. If we don't get her clear very soon, we won't get many more opportunities."

May's hands flew over her mouth, blocking the first real smile she'd sported since Peter was taken over. "Death metal, is going to save them? Are you kidding?"

"It may fail horribly, but it's the best idea any of us have had in a while, so we're hopeful." Bruce smiled faintly.

"Hope is a four letter word. You shouldn't use it around desperate women unless you mean it." May hugged Dr. Banner tight. "Can I watch?"

"I'll see what I can do."

* * *

Happy had professed more than once that he didn't know what he would do without his job for Mr. Stark, but in the last few weeks he had actually booted up a word processor and revised his resume. Babysitting Peter Parker and Gray was becoming too emotionally confusing. The kid, Peter, deserved better than to become snack food for some weird sentient parasite. He didn't deserve to be erased and revised into a new being, but Happy was having a hard time hating the thing that had replaced him. There was too much of Peter in it. Sliding the goods that May had brought for Peter into the triple locking system that would safely transfer them to lab one, Happy turned to tell the symbiont that his stuff was on the way, but the kid was curled up on his bed and his shoulders were shaking with silent sobs.

Normally it was preternatural how aware the kid was of his surroundings and people coming and going in the antechamber, but he hadn't noticed Happy. Resolutely, he turned off the radio. "Kid, you okay in there?"

Like he had been caught at something shameful, the kid quickly wiped his eyes and plastered what might normally pass for a bright smile on. "Hey no, I'm fine. Just processing things."

"Yeah, May visited. She brought cookies and some schoolwork for you. They should be coming through the lock system momentarily." Happy settled at the desk next to the intercom, determined to talk some of the tension out of the kid's shoulders. "You have a good visit with May?"

"No, I didn't." The tears had welled up but he blinked them back. "Peter knew they would be angry, that they might even hate me, but he was sure we could handle it, that I would be good enough to make things okay.

"It seemed so simple to them both. Gray loved Peter from the beginning. Peter was so passionate and bright and certain, but still so empathetic and so breakable. Gray wanted to be a guardian with him to help him protect his city and his people, especially his family. He wanted to make him stronger.

"I was so happy to be them together. Did you know, I actually cuddled Ned that first night? I knew it wasn't socially normal, but he's soft and warm and one of my people, the ones I love. It really freaked him out.

"Peter was wrong, I can't handle the hatred, and we can't protect anything from a cage. I wish I could give them back what they want, just slough off the part of me that's offensive but I don't know if that's possible and I definitely don't know how." He had come forward all the way to the glass, resting his hands palm out and leaning his forehead forward so that his breath fogged the surface.

"You helped though, right? It was your idea to use sonic disruption to break the partial bond-thing on the other symbiont. You might have saved Lily Frazier's life." Happy shrugged. "It's not capturing the Vulture and saving a few billion dollars' worth of property, but it will mean the world to that woman and her family if it works out."

"They'll try it on me if it works on her." Peter met Happy's gaze for a long moment and he visibly relaxed at whatever he saw there. "It'll be okay if it works on us both. Then I'll have saved their Peter and maybe they'll forgive me for taking him away."

"This is a messed up conversation, kid, and I'm not discussing it anymore. I want to know if you've figured out your name yet. If nothing else, I need to know what to put on the headstone since you're planning your own funeral. Are you still leaning toward Venom? It's a statement name but maybe a bit out there for everyday use?"

Accepting Happy's topic change with some relief, he shrugged. "Yeah, I couldn't go to school and ask the teachers to call me Venom. Maybe it could be my code name for Gray's scary faces. You know?"

"Maybe. What's really wrong with the name Parker? You need a last name in human society, then you add a first name to suit your personality."

"Like you Happy." The kid grinned, a more genuine smile. "I still don't know what to pick. There are too many options."

"Let's make a list." Happy pulled out a pen and paper and wrote Peter, Parker, Gray and Venom at the top. He look up expectantly. "Come on, get creative with this. What have you considered?"

For nearly two hours, Happy chatted and compiled the list for Peter/Gray and when he was done, he knew that he wasn't going to resign not even if this nightmare dragged on forever. Somehow he had become the only person in the kid's life that didn't outright hate him, and the kid knew it.

Even a parasite didn't deserve to be that alone.


	8. Asunder

**Chapter 8 – Asunder**

To be fair, Tony knew he wasn't a bad guy. Did a bad guy donate millions upon millions to charity? Did a bad man risk life and limb flying around in mechanical suits and saving the world? No, he wasn't a bad guy, but sometimes it felt like every good thing he tried to do, no matter how pure or perfect or magnanimous, eventually turned to shit. Just look at the Avengers, declared criminals and scattered to the wind, or look at Peter Parker, the poster child for teenage potential and achievement, reduced to an imprisoned science experiment without proper control of his own brain.

Well, he couldn't get the Avengers off the world's most wanted list, but he wasn't going to fail Peter Parker. Granted the small army of specialists he had brought in hadn't managed much aside from making a small dent in his bank account, and maybe their latest treatment trial had been proposed by the enemy, but Tony had a strangely good feeling about this one.

"Bruce, where are you? I'm ready to try this sonic attack already," Tony shouted. "F.R.I.D.A.Y. find Dr. Banner and remind him we're supposed to be working right now on sub level 15."

"Dr. Banner is coming down the elevator now, Mr. Stark. I have relayed your message."

"Patience is a virtue, Tony. I brought an extra pair of eyes. May wanted to watch the trial." Bruce handed him a pair of noise canceling headphones. May was already wearing hers.

Tony glared at Bruce but didn't ask May to leave. "This may not be pretty. You told her that, right?"

"I can handle not pretty," May said, one headphone pushed back enough so she could hear them. "Show me where I can watch out of the way."

They did a final systems check while the parasite alternately hissed and growled at them. "Ready for Treatment Trial 7?" Tony asked.

"Ready." Bruce slid his headphones in place.

Taking May's silence as proof that she had put her headphones on more securely, Tony snapped his in place and without any preamble, he activated the noise sequence. It was impossible to hear the creature through their protective gear, but Tony could see her scream. He could see her flesh boil as she writhed under the cacophony he had designed.

It would have been embarrassing to vomit on Tony Stark after blithely claiming she could handle his potentially gruesome experiment, but May made herself watch what was happening, not just for Peter. Lily had a family that didn't even know what had happened to her. When May first found out about that situation, she had filled Stark's ear full on the topic. If she hadn't already discovered that Peter was Spider-Man would he even have told her about his predicament? Angry was not the word for her state of mind in that moment; she was apoplectic.

Tony's explanation for leaving the family out of the loop had been simple and chilling. The Avenger's oversight committee had ordered her death and the fact that she was alive and receiving treatments in the Avengers' compound was literally treason. The fact that Peter was occupying a lab and had not been reported for carrying another symbiont, also treason.

Tony called it bending the rules.

May called it heroic.

The silent horror movie playing out in front of them, was pretty heroic too because under the too-pale flesh and the monster teeth, a women was visible. A pale, skinny woman, human in every way, twitched, unable or unwilling to move while an amorphous entity broiled next to her. May only realized she was holding her breath after one of Tony's drones had pulled the woman free.

She watched Tony and Bruce work, a silent movie because she hadn't taken off her protective gear. Efficiently, Dr. Banner went to see to their patient while Tony continued to focus on the parasite, confining it into as small an area as possible using remote controlled drones, finally sealing it into a vibranium lined container. She only realized that the noise had ended because Tony tapped her shoulder and pointed to his unprotected ears.

"It worked?" May asked. "Is Lily?"

"Yeah it worked and she's alive, not so very responsive at the moment, but Bruce doesn't think that's surprising. Now, I know it wasn't pretty..."

May didn't let Tony continue. "Pretty, that was beautiful." She bounced in a circle, cheered and hugged him. "When is Peter's turn? I mean, you do think this will work for him too?"

"Soon I hope, but we're going to get as much data as possible from working with the first parasite before attempting this with Peter's. It's obvious his parasite is way trickier than this one. If you assume that everything it says and does is some form of manipulation, then it wanted us to get those two separated and doesn't think the same methods will actually work on it." Tony sighed and shrugged. "We're going to be as cautious as we can. Why don't you stay here for the next few nights? If we get to the point that we're ready to perform a trial on Peter's parasite, we won't have to wait for you to make the trip."

"Done. I just need to call work. I may lose my job, but at the moment, I don't care. Cost of living in Idaho is way lower anyway." May hated how watery her voice had gone, but it was like a thousand pounds of pressure that had been twisting her head and heart and stomach into complex knots had released all at once at the visible proof that Peter very well might have a real future.

"You're not still on about Idaho." Tony shot May a mock-hurt look. "You know Peter would just find a redneck version of the problems he gets himself into here."

"Yeah right, what is the redneck version of a mutated, maybe-alien parasite that fell out of a hole in the world on a random street in Queens?" May smiled; it felt good to quip and joke and to just feel hopeful.

"I hear they're growing G.M.O. potatoes in Idaho, these days," Tony said. "Mutant potatoes, anything could happen."

"Peter is a Genetically Modified Organism. He'll fit right in."

* * *

The Siren symbiont knew she was broken. Every second of every day was gnawing hunger and confusion and pain. There were things that might help; instinctively she had searched for chemicals that had no name, just a scent and a taste. She had killed the bipeds for the chemicals, but none had helped, not significantly, not for long.

The coming of the noise was a new pain, ripping, tearing, but it was a relief too. The raw ground glass agony of her malformed bond disintegrated and when the sound receded the bond did not return.

Her host was gone.

Listlessly, the Siren symbiont searched for a new host, creeping and groping. Learning a new pain, alone and cold, she cried for help, silent to almost everyone in the world.

* * *

Locking a genius in a small prison and not giving him anything to properly distract his agile mind could be considered an act of cruel and unusual punishment. The boy formerly known as Peter Parker would have argued the point with incandescent fervor before today.

Today, Tony attempted his sonic fueled separation on the other symbiont. He took the party farther south several sub levels (undoubtedly for privacy), but he couldn't exactly hide the other symbiont from Peter/Gray. From the moment they joined he had been able to sense and locate the other active symbiont. He could hear it now, screaming in his bones.

The worst part was that it wasn't just Tony's experiment, it was Peter/Gray's idea and didn't that make it his experiment too?

After witnessing the sonic experiment, Peter/Gray had a better understand of cruelty and torture.

Lying spread eagle on his cell's floor, Peter/Gray extended the symbiont's cells over the floor like a carpet, mimicking the gray industrial flooring as perfectly as he could. He focused everything on the exercise, maintaining perfect control. The distraction was almost enough to keep him from dwelling on the pitiful thing a few floors beneath him screaming for help, or even just an end to its pain.

He could hear someone in his antechamber when the intercom was off, but with the radio going and the intercom on it was even easier. From the tap of the shoes and the rate of breathing, Mr. Stark had stopped by. Peter/Gray didn't release his exercise or move to greet his visitor right away. He pretended not to know anyone was there. If Mr. Stark wanted to talk, he could turn off the radio and start the conversation.

More times than not, Tony Stark didn't come to talk. He would watch and listen, hands in his pockets, just studying the _evil parasitic overlord controlling his intern_.

Letting out a long slow breath, Peter/Gray pulled the layer of symbiont back into himself, careful not to lose the invisibility trick he had been perfecting. He never won these staring contests. With a purposefully acrobatic roll and flip, he turned to face his visitor. He shoved his hands into his pajama pockets in overt parody of Tony's predictably pensive pose.

"Your tip about the sonics, it worked. We separated Lily Frazier from the parasite today. Both of them seem to have survived, for now," Tony said.

"I heard it, so yeah, I know," Peter/Gray said. "Congratulations and you're welcome."

"There's no way you heard it. I don't care how good your ears are supposed to be." Tony cocked his head to the side and smiled condescendingly. "I still haven't figured out your end game."

"Sir, have I lied to you? I mean at all, once lied?" Peter/Gray asked. "Look, I helped you with the tip about sound, so you owe me one. Please, promise me you won't leave the symbiont like that, separated and starving. It's in agony. Leaving it like that, it's cruel. And you have to promise you won't leave Gray like that either, if you manage to separate us. Please?"

"You want me to euthanize the other symbiont? Starving to death doesn't sound nice, but I'm not getting it a new host." Tony frowned grimly. "What's the best way to put it out of its misery? This isn't a vertebrate. I can't shoot it in the head or break its neck. Euthanizing that thing will require more experiments if you can't tell me how best to do it. I'm not a fan of torturing a sentient creature, enemy or not."

"I don't know how to kill it." Peter/Gray dropped the confident pose and slumped onto the side of his bed. "You could bring it to me. I think I could help maybe? I could try to help it."

"No, I'm not bringing you reinforcements. How stupid do I look?" Tony asked.

"Fine, just don't leave it like that. Experiment if you have to." Peter/Gray tried not show the fear he was feeling. "When will I be going through the process?"

"In a few days, most likely. You have any last requests before we bust up this marriage?" Tony asked.

Peter/Gray laughed and dropped his head into his hands. "I could really use a hug, but I guess that's a ridiculous request."

Tony knew it wasn't Peter Parker near tears and obviously terrified on the other side of the glass, but he couldn't help thinking about the hand full of times he could have hugged Peter in the time they'd known each other and he never had. "You think of something less ridiculous, let Happy know and he'll try to accommodate it."

Peter/Gray nodded, glad when Tony finally left him in peace. He had been sure it was the right thing, helping them figure out how to separate a human from a symbiont. He had felt so virtuous, so right, but after listening to it and feeling the feedback empathetically from the other symbiont, Peter/Gray just wanted to escape that fate. He had plotted three dozen escape strategies over the long months and boring hours of isolation. Some were ridiculous and bold. In one he used the symbiont's ability to morph its body and his augmented strength to dig, scrape, and ram his way to freedom.

If he really wanted to escape with no casualties and no major property damage it would require some subtlety. A few of the plans were subtle. He just had to pick one he thought would work.

What he wouldn't give to just be able to run his ideas past Ned. Things were always clearer when he had someone to talk through a problem with.

* * *

No good deed goes unpunished; Happy knew how true that was and tried to keep his actual good deeds to a bare minimum. Being nice to the parasite fused with Peter wasn't even a real good deed, just a bit of human decency between sentient beings. He came down with the kid's breakfast, every intention of spending a few minutes there to talk with the sad sack.

Not seeing the kid immediately didn't mean anything was awry. He tended to use every inch of the room and he knew exactly how and where to contort himself to avoid being seen from the observation window or from any of the cameras. The third time Tony had to send a drone to confirm their prisoner's presence, the kid had promised to come out if requested or he would have to live with a couple dozen extra cameras and a dedicated drone in his space so there would be no crevice to hide in.

"Morning Kid, I've got breakfast. It should be coming through the slot any second. You'll be having chocolate chip pancakes, eggs, biscuits and smoked sausage. I'll be having this lovely cottage cheese and grapes." Happy settled at the desk. "I don't want to interrupt private time, but poke your head out so I don't have to call anyone, yeah? Kid?" Happy ate a couple spoonful of his breakfast, before giving up on the kid being his normally compliant self. "Damn it. F.R.I.D.A.Y. the kid has decided to play hide and seek again. Notify Mr. Stark."

Right on schedule the safety lock presented the tray of breakfast to the apparently empty room. It deposited the tray on the desk and rapidly closed again.

A drone popped in through the safety lock a few seconds later and immediately scanned the potential blind spots, under the desk and bed and around the toilet. Happy knew they had an official problem when the lights went red. "Hell, this is not my fault."

F.R.I.D.A.Y.'s clear voice rang out. "This facility is on lock down. Remain where you are and await instructions. Repeat, this facility is on lockdown."


	9. It Takes a Village

**Chapter 9 – It Takes a Village**

The day Spider-Man crawled through her bedroom window was not the moment Michelle Jones decided that she knew the masked vigilante's secret identity. No that realization came months earlier, a hundred clues and hunches solidifying into virtual certainty.

She had always been perceptive. Her brother said she was nosey. She preferred her grandmother's word for how she saw the world—keen. The other kids at her original school had more colorful words for the girl who could call out their secrets without being told. It took her a while to learn not to just say things that people hadn't meant her to know. She wasn't trying to cut them to pieces, not really.

The transfer to Midtown Science and Technology was timely. She had officially alienated every student within three years of her at her last school. Determined to at least not start any trouble, Michelle had kept to herself, watching without interacting.

Stalking Peter Parker hadn't been intentional. Her first impression had been cautiously optimistic as potential acquaintances went. He was passably cute in a scrawny, nerdy hopeless kind of way. He seemed kind. He wasn't a mystery at all, until he was. How no one seemed to notice any difference in him had baffled her. It was like he learned how to move overnight.

They lived in a world where teenagers sometimes developed mutations and changed suddenly. Those kids tended to disappear to schools equipped to handle their quirks. MJ made the obvious assumption that Peter was another mutant teenager, but he wanted to keep it on the down low so he could stay where he was. He wouldn't be the only secret mutant at their school or even in their year if MJ's estimates were correct.

Unlike when she was a kid, MJ had learned the danger of a secret and hadn't blown Peter's or anyone else's cover at Midtown. It had taken a while for her to make the leap from Peter is probably a mutant to Peter is a masked vigilante. She wanted to talk to him, to ask him why he was doing what he was doing, but they weren't friends. They had a stalker/stalkee relationship and such relationships didn't allow for deep conversations.

After D.C. MJ decided it was time to change things. Peter and his sidekick, Ned, were going to be her friends. She just needed to figure out how to make that happen. Fortunately Peter and Ned hadn't made things too hard for her. All she really had to do was ask.

Disappointingly enough, being made part of the nerd family had not included an all access pass to Spider-Man. She had been trying to work her way around to just telling Peter that she knew, but she didn't want to ruin things like she had so many times before by being too intrusive.

Then without any real explanation, Peter was gone.

Ned had a story and he was sticking to it. Peter was sick and he couldn't have visitors. If pressed for details he would shrug and change the topic.

No, when Spider-Man appeared in her bedroom window, MJ had been relieved and excited and ready for anything. The mask peeled away from his face in thick viscous rivulets revealing Peter, wide-eyed and uncertain. "Hey man, come in. That's some crazy tech in your suit. How does it do that?"

"It's complicated," Peter/Gray said.

"I'm smart," MJ cut back. "Where have you been? Are you okay? Ned said you were sick. You're not contagious are you?"

"No, I'm not contagious. Why aren't you more surprised that I'm Spider-Man?"

MJ paused, suddenly uncomfortable. "You're bad at secrets. I'm good at secrets. You going to come in and explain what's going on or what?"

Peter/Gray hopped inside and the spider-suit morphed becoming nondescript clothes, a plain t-shirt and jeans. "Do you have some food and water maybe? I had to break out of the Avenger's clubhouse and it involved about a week of really careful hiding."

A fugitive then, MJ thought. Coming to a quick decision she directed Peter to the kitchen table where she started piling water bottles and snacks. He attacked the food like a starving man. "What is that suit? It isn't Stark-tech or Hammer-tech. I've never seen anything like it. Is it part of your mutation?"

"Who said I was a mutant?" Peter/Gray barely paused eating to ask.

MJ tried to not be offended, but she failed. "We're going to play that game? You escaped the Avengers, making you a fugitive from the world's mightiest heroes. You aren't at your kitchen table or Ned 'Robin-to-your-Batman' Leeds' kitchen table. You're at mine. Which means you're in too much trouble to go home or to Ned as your established number two, but you're hoping to skate by seeking help from a lesser known associate. Now, you can tell me what's going on, and I mean the truth. Or you can find someone else to harbor your fugitive ass and feed you Doritos."

The truth had not been very good to him lately though Peter had been so sure it was their only best chance to get through what was happening. Michelle barely knew Peter. They had been friends for weeks, not years. Maybe she wouldn't be quite as horrified at his existence? "Okay, from the beginning. I'm not a regular x-gene sporting, puberty-induced mutant. I'm a bona fide corporate accident. OsCorp lost a genetically engineered spider. I found it."

"The OsCorp field trip? The timing would fit. Is that when it happened?" MJ asked. "I remember you accidentally got stuck in that janitor's closet on the fifth floor. You missed the rest of the tour while they tried to find a key."

"Missed the tour, met a spider. Thank you Flash Thomson for always making my life interesting." Peter/Gray tried to gauge MJ's reaction to his mutation's origin, but she didn't look horrified yet. Of course this wasn't the bad part, the part that turned May, Stark, and Ned against him. "So, I went to bed feeling kind of poisoned that night and woke up spidery."

"That all fits with what I know of you and Spider-Man, but it doesn't explain why the Avengers locked you up. Were they trying to make you sign the Sokovia accords? Did you decline? I can believe Tony Stark would try to impinge on your human rights like that. My mom is a human rights attorney. She has written a dozen letters to the editor of Law Review about what a crummy document those accords are." MJ impulsively reached over and hugged Peter firmly. "I'm glad you didn't sign."

The hug melted Peter/Gray on a level MJ would not understand. The low level empathy that he felt all the time pulled MJ into its bubble and he felt her affection and friendship like a soft sweet song. The hug ended and Peter/Gray prepared himself to lose another friend, because he couldn't lie to her, not even knowing how badly this was probably going to go, not even when she told the lie herself and he could just let it stand. "Not exactly. There is an anomaly on Benham Street. I found it and three symbionts came out of it. One bonded really badly with a woman and proceeded to kill and eat people until they could be confined. The lady and the symbiont got separated a few days ago. One of the Symbionts bonded to Peter and that bond was a lot better. No rampages, no eating anybody, I even helped capture the other symbiont. You're looking at the guy who came up with the idea of how to separate them. I did not resist confinement because I know this is all strange and new and terrifying."

MJ felt her heart rate kick up a notch. "You're not Peter?"

"Yes, I'm Peter, but I'm also Gray, the symbiont." Peter/Gray placed a hand flat on the table. With control and finesse he had perfected in months of solitary confinement, he sculpted a perfect little Peter, three inches tall and an angular toothy black puppy. The two figures were not static, they circled one another until Peter finally allowed the canine close. It licked his hands, bounded into his arms and the two figures melted into one. Animated Peter shrugged before melting back into his hand. "I've been in mostly solitary confinement. My symbiont skin sculpting has gotten very good, don't you think?"

MJ sucked in a deep slow breath. "How do I know you aren't dangerous or contagious? How do I know you aren't lying?"

"How do you know that about anyone? You listen to what they say and you judge them by their actions. I haven't hurt anyone and I have no plans to start, but I don't want to be destroyed. I won't just submit to that." Peter/Gray stood and headed for the window, their clothes already shifting to a Spider-Man suit, but one in dark black and gray for hiding in shadows.

"Wait, I didn't tell you that you had to go. Finish your meal. I won't call the Avengers on you. You're a sentient being and if you want to resist annihilation, I can respect that." MJ sat, loose and relaxed. She watched Peter/Gray finish off the food she'd provided without saying another word. This time when he headed for the window she walked with him. "What will you do?"

"I don't know. I'll keep moving until something comes to me. Thanks for listening and giving me some food. I'm thinking clearer already." Peter/Gray started out the window but MJ stopped him again. She handed him a business card.

"If you end up in the system, my mom handles a lot of mutant cases, especially their civil rights. You're probably the most unique mutant on the planet at the moment between symbionts and spiders. She's a good lawyer."

"Thanks." Impulsively, Peter/Gray hugged MJ again, hopeful that the empathetic signature would still hold the seeds of friendship and affection from earlier. For once in his very short life, he wasn't disappointed. A tinge of sadness had encroached, but the song hadn't changed at its core. Peter/Gray stepped back and brandished her mother's business card. "This actually gives me an idea. I think I know who can help me. Can I borrow your phone?"

* * *

An establishment like Xavier's School for Gifted Children had dozens of phones and ten dedicated lines in addition to the hundreds of cell phones the children and teachers brought with them. Of all the lines in and out, physical and cellular, only one phone was always manned. Small and beige with an old-style receiver, it didn't ring terribly often. It was the line they gave to at risk mutants who refused their offers to become students or teachers in their network. Lone mutants could fall victim to so many unscrupulous groups, and offering mutants unconditional sanctuary when they were in crisis was a core principal of their organization.

When the phone rang with Peter/Gray on the other end of the line, a young man with mussed blond hair answered. "Hello, what can I do for ya'll?" He spoke with such a deep drawling southern accent that hello sounded like yellow.

"Oh hi, I may have called a wrong number. I'm dialing from memory and I didn't think I'd ever need the number, you know? Dr. McCoy gave me the number. Do you know Dr. McCoy?"

"Slow down, now. I know Hank McCoy. My name is Sam Guthrie. Hank isn't here right now, but I can try to help. Do you need help?"

"I do. I need somewhere to go, somewhere safe, but I'm in some trouble. The Avengers are looking for me. I sort of escaped their custody."

Sam grabbed a pad of paper that listed the important questions he should be asking so he stayed on track. "You were in custody. Did you commit a crime?"

"No! Well yes, you see I'm Spider-Man, and being a vigilante is illegal but other than that, no. Wait, I stole Flash's dad's car but it was in pursuit of another criminal, and I didn't keep it or wreck it on purpose. Also, I might have accidentally broken into a government storage facility once, and then I had to break out, and the bomb... I didn't know it was a bomb, so it isn't my fault that the monument was damaged. No one got hurt."

Sam couldn't help smiling at the kid's rapid confessions. "Is that why the Avengers were holding you?"

"No, they let all that slide. Recently, I acquired a symbiont that they're concerned may be controlling my mind and planning to destroy the world or kill people or make baby symbionts to take over humanity. I understand their concerns and let them keep me confined, but I don't want to be euthanized, so I ran. Now I need somewhere to go. This is probably not something you want to get involved in, but I was thinking, aren't there mutants who can read a person's mind. If one of those mutants could just look in my head and tell the Avengers that I don't want to hurt anyone then maybe they could forgive me for existing and let me live?"

"Wow… okay so I'm just going to get a little more information and then I'm going to go get someone more important than me and they'll talk to you. Spider-Man, we're going to help you, okay?" Sam shuffled his paper. "Where are you? Are you somewhere safe? How long can you safely stay where you are?"

* * *

Lily Frazier was free. The Parasite that had transformed her into a monster had been expunged from her body and mind. The only problem that May could see was that her mind didn't seem to have survived the process. Bruce called it persistent catatonia. Tony called her a turnip when he didn't think May was around to get offended.

They were transferring her to a long term rehabilitation facility. Tony had quietly notified her family though May suspected the truth they received was heavily edited and didn't include the cannibalism or the methods used to free her from the parasite.

She had been so hopeful for a moment, but even if Peter's parasite hadn't escaped, they couldn't in good conscience use the same method to separate them, not if it could damage Peter. Tony had argued that Lily was probably already hopelessly damaged before the separation, but they had no way to know.

Every night May turned on the news, terrified that she would see Peter, warped into some variation of the monster Lily Frazier had become, killing people, eating them. He hadn't yet appeared on the news though. He had disappeared without a trace.

Two floors up, Bruce and Tony worked at opposite lab benches, but only one of them seemed to be focused on what he was doing. Tony was leaned back in his chair, eyes closed and brow furrowed, apparently sick of the data in front of him.

"You know, May is leaving tonight. You should probably give her an update before she heads out." Bruce didn't look up from his work. "She doesn't hold you responsible for any of this."

"Yeah, she's thanked me for all my help enough that I'm clear on that. Could you go update her?" Tony waved at the screen he hadn't looked at in an hour. "I'm busy."

Bruce sighed and massaged the bridge of his nose. "You know she wants to hear it from you."

"Tell her I'm working. She'll appreciate that more than face time." Tony mock-begged with his hands together.

"Fine, but actually work, yeah so I'm not lying to her." Bruce smoothed out his shirt as though you could hide that he'd been wearing it for over twenty four hours with a bit of straightening.

Rather than actually return to the problem of how the Peter-parasite escaped its inescapable prison, Tony checked his email. A half dozen new messages waited, but one stood out. "Hello there."

 _From: Xavier's Institute For Gifted Children_

 _To: Tony Stark_

 _Subject: Regarding Spider-Man_

 _Mr. Stark,_

 _The young mutant presenting himself as Spider-Man requested assistance from the X-Men earlier today. We have since taken custody of the young man and have started an independent investigation of his physical and mental health, with regards to a symbiont of possible extraterrestrial origin. We have resources including doctors and telepaths to assist in this endeavor._

 _Please allow us forty eight hours to assess his condition after which we will contact you for further history. Please prepare a copy of all medical records you generated during Spider-Man's confinement in your facility._

 _This letter has been prepared and sent as a courtesy so that resources need not be wasted looking for someone in a safe, humane, controlled situation. Spider-Man specifically requests that his Aunt be informed that he is safe and not on the streets._

 _We will be in touch._

 _Sincerely,_

 _Hank McCoy PhD MD_

"Son of a bitch," Tony hissed. "F.R.I.D.A.Y. give me everything we have on Xavier and his X-Men. I want financial holdings, property, everything. Enable email dictation."

 _Dr. McCoy,_

 _Spider-Man may be a mutant but he is embroiled in an Avengers investigation. The Sokovia oversight committee has empowered the Avengers to deal with this situation and the organisms associated with it._

 _If you don't turn the kid over immediately, I will raid every building in your possession until he's found. If those measures are insufficient to locate the object of our investigation, we will be forced to involve local and federal law enforcement._

 _Tony Stark_

"Should I send the email, sir?"

Tony sank back into his desk chair and rested his head in his hands. What was he really going to do if the X-Men turned Peter over? He didn't have any way to help him and the kid had effectively escaped his most secure holding cell. Involving the authorities sounded nice and intimidating but hollow; he wasn't going to give the Feds or anyone else Peter's name. "Delete email draft. Compile all medical records for Peter Parker and Lily Frazier. Prepare them for secure electronic transfer. Enable email dictation."

 _Dr. McCoy,_

 _Help him if you can. All medical records related to the symbionts are attached. If the authorities become aware of his condition, he will likely receive an order of execution. They consider the symbiont a potential plague and I don't know that they're wrong to do so. We don't know enough to be sure one way or another._

 _Thank you,_

 _Tony Stark_

 _PS: If any harm comes to this kid through an action or inaction of you or your organization, you won't like having me as an enemy._

"Attach the medical records and send it F.R.I.D.A.Y. before I change my mind."


	10. The Heart of the Matter

**Chapter 10 – The Heart of the Matter**

For some reason, Peter/Gray had thought Xavier's school would be more like the Avenger's Compound, metallic and sleek and modern. On the surface it looked like a British manor house converted into a boarding school. It wasn't until he'd been ushered to the basement that technology began to encroach on the décor. His tour guide, a young brunette in t-shirt and jeans had introduced herself as Kitty. Peter/Gray wasn't sure if that was a code name or her given name. Did responsible adults really name their kids Kitty? Still conflicted about his own name, he'd stuck with Spider-Man even though he wasn't wearing the suit.

"So, I've heard of you. New York City is your turf and you can do a lot of things, climb walls and shoot webs and stuff." Kitty smiled and pointed to herself. "Personally, I'm a one trick pony. Want to take a short cut?" Without waiting for permission she pulled him through the wall to their right and beamed. "We're here. Hank should be right out. I have to jet. Class, you know?" With a wave of her hand, she dropped straight through the floor.

"Matter phase shift," Peter muttered. It was enough like the Vulture's fancy phase shifting tool that the scientist in him wanted to perform experiments on the two methods to see how each worked. Everyone here had something, a genetic gift. Even before acquiring his symbiont, Peter had a whole tool kit of gifts. It would be weird to be a student here. He wouldn't have to be the student with secrets. He could display his gifts overtly, but they wouldn't be nearly so special when everyone had their own version of super powers.

Of course, powers didn't make you a hero. He knew what he was made of; buried under a ton of concrete he had figured that out. Symbiont or not, he knew would always be Spider-Man.

"Mr. Parker, it's so good to see you. I wish the circumstances were less serious." Hank McCoy arrived through a door instead of dramatically through a wall. "As you can imagine, we're going to examine you. I'm here to repeat your physical."

"I thought you would want to start with my head. You know, make sure I'm not planning an evil parasitic invasion of the planet?" Peter/Gray shuffled his feet nervously, still half-waiting for them to lock him up somewhere.

Dr. McCoy laughed and shook his head. "Based on your call with Mr. Guthrie, Professor Xavier scanned you perfunctorily before we sent someone to get you. He plans to have a closer look after your physical if that's okay with you?"

"Oh, he was in my head? I didn't feel anything." Peter/Gray stepped forward to the examination table. Instead of changing into the hospital gown Dr. McCoy indicated, he just shifted the symbiont's shape to match the gown.

"Remarkable," Dr. McCoy said. "That's new. If you're game, I'd like to quantify what the symbiont is capable of after the basic physical."

"Okay, we can try that. I'm afraid what I know is pretty limited at this stage."

"You are in the right place, Mr. Parker. We specialize in quantifying and developing unique biological gifts." Dr. McCoy took out an ophthalmoscope and grinned. "Basic physical first."

* * *

Ned had not been kidding when he declared that Peter being Spider-Man was the single greatest thing that had ever happened to him. After six months without his friend, Ned would gladly go back in time and stomp the stupid spider to death before it bit anyone if it would bring his friend back. MJ hung around with her sketch books and dry humor, but it was nowhere in the vicinity of the same. She didn't even know about Spider-Man or have any idea what was happening with Peter. All Ned wanted to do was talk to someone in the know for five minutes.

He considered texting Happy every day but never actually did. May gave him updates periodically and she never turned him away if he visited but she wasn't home much these days and it was weird stopping by to check on Peter when Peter was upstate, locked in a lab. The worst part was that everyone at school except MJ had already moved on. No one asked about Peter anymore. It was like he had never been here at all.

MJ wandered into Spanish class, but she took French or maybe it was Latin? She nudged Ned's shoulder before walking forward and handing Señor Vincent, his Spanish teacher, a note. "Señor Leeds, they need you at the yearbook office. Don't forget the quiz this Friday. Adios."

Letting MJ lead him away, Ned frowned in confusion. "Since when are you on the yearbook staff? Why does the yearbook staff need me?"

"I'm not on the yearbook staff. We're cutting class." MJ paused to see if he would argue.

Ned shrugged and let her lead on. "Okay, I've never actually cut class before. Why are we doing it now?"

"We need to talk and get on the same page. It's the end of the day and we haven't had a quiet private moment to talk." Outside and around the main building, MJ settled on one of the benches in a park just outside school grounds. The handful of smokers from Midtown, teachers and students, tended to congregate here and a smattering of cigarette butts littered the area. "I know Peter is Spider-Man. I also know that he's been locked up in the Avenger's compound, not home with the sniffles or in the hospital or whatever you've been telling people most recently. He stopped by my house last night on his way out of town. I promised him I'd tell you what was up first chance I got."

Ned quietly digested MJ's revelations and shook his head. "Did he tell you why he was locked up? I know you don't have any contacts with the Avengers, but you at least called May right?"

"He told me about the symbiont. He's with a mutant advocacy group. They're going to handle the situation with him. The Avengers were talking euthanasia according to Peter, and it's not wrong to get a second opinion, right? He didn't seem dangerous to me. He just seemed like Peter."

"Euthanasia? Mr. Stark would not hurt Peter, not in a million years. He was just going to get the symbiont out. May would never let anyone hurt him." Ned shook his head, shaken at the thought of someone euthanizing his best friend.

"If the symbiont is a sentient being, just getting rid of it would still sort of be euthanasia, Ned. All I really know is, he seemed pretty scared. Peter wanted you to know he was okay and that he'd flown the Avenger's coop. Consider yourself notified." MJ stood, adjusted her bag and headed for the street.

"Wait, why did he go to you for help and not me?" Ned asked. He had no idea what he would have done if Peter had come to him, probably called Happy again, but it hurt to know that his best friend had gotten help from MJ instead.

"You're his best friend. He couldn't go to you. The Avengers would have been all over that angle hunting him, don't you think?" MJ raised a hand in silent farewell and ducked into the pedestrian traffic.

Ned sighed and took out his phone. He considered calling Happy again. Instead he called May. "May, it's Ned. I'm calling to check in about Peter. Call me back?"

* * *

Dr. McCoy had long since finished his basic physical and had escorted Peter/Gray to a rather large gymnasium. Another mutant was already there also blue, but where Dr. McCoy was bulky and furry, his friend was slight and wiry with oddly formed hands and feet and an honest to God devil tail. He moved like a gymnast or a dancer swinging around the gym equipment with a fluid grace unlike anything Peter/Gray had seen.

"After watching some of the videos of you in action, I thought a practical test of agility and flexibility would be prudent, maybe a little fun." McCoy took off his lab coat and his shoes and socks. He bounded up onto the elaborate gymnasium bars and clapped his fellow blue mutant on the shoulder. "Kurt I'd like you to meet Spider-Man. He might just give you a run for your money up here."

"Ja? Are we playing tag then?" Kurt grinned and clapped his three digit hands together.

"That was my plan. To be fair, no teleporting Kurt, and Peter no webs. This is a pure physical agility game. If you touch the floor, you're out. If you catch Kurt, you win. I'll be playing on your team Peter."

"Is that fair, two on one?" Peter asked, already morphing his clothing into his spider-suit.

"No, mein freund, das ist nicht." Kurt grinned and shrugged, trying again in English this time. "I do not lose this game; two on one is more fair for you."

"We'll see about that." Peter launched himself next to Dr. McCoy. "Strategy?"

Professor Xavier watched the three mutants and their agility game from the observation booth. Even before becoming paralyzed, he had never been able to move like them, bodies contorting and flying like most men would never imagine to try.

Charles' mutation made it hard to honor the privacy of the people around him. He tried to be polite, not dig into the minds of his friends and colleagues though skimming the surface was almost impossible to block out. Spider-Man had specifically asked for his help, for him to evaluate what was happening in his mind and Charles took this moment when the young man was utterly focused on another activity, mind and body engaged in a goal, to slip inside his mind unnoticed.

The organization of minds was not standard in any way. Charles had explored simple minds and chaotic minds. He had seen insanity and peace and he had even met evil.

Peter's mind had its own cadence and flow. A brilliant mind, Charles determined quickly based on the speed and complexity of thoughts. He didn't let himself get trapped in the abstract or in the chemistry or the maths.

It wasn't a chaotic mind but there were some unusual connections for a teen, levels of maturity and responsibility and determination that usually formed much later if at all. Under and around Peter, almost invisible, Charles finally saw the symbiont. It shimmered, a translucent river that wrapped around everything, seemingly a benign passenger. This image of the mind, bare and clear would not be possible if Peter and the symbiont were aware in their mindscape.

Getting this perfect clear overview would help him to understand exactly what he was dealing with and what he would be able to do to assist. It would likely awaken Peter and the symbiont to his incursion, but Charles reached a mental hand out to the symbiont and engaged the intruder.

The game of tag ended abruptly. Responding to a mental warning from Xavier, Hank was there to catch Peter when he faltered in the middle of a jump and fell limp. The young man's eyes were moving rapidly under his lids, like a person in deepest REM sleep.

"What happened? Is he okay?" Kurt asked, teleporting to the ground.

"I told you why he's here. Professor Xavier used our game as a chance to sneak up on Peter and the symbiont he's harboring. They're having a conversation now, I imagine." Hank smiled sadly. "With any luck, this will all work out well for everyone. Thank you for helping, Kurt. Just myself would never have provided enough of a challenge to really distract him. He's a fast one."

"Ja, the boy has moves. He was not going to win our game, but he is more interesting to play with than most. You'll tell him for me?" Kurt asked.

"Of course."

* * *

May paced from one end of her kitchen to the other, not actually looking at the billionaire leaning against her wall. "Let me get this straight, you gave Peter to the X-Men?"

"No, Peter gave himself to the X-Men. I just didn't contest the change in custody." Tony sighed and interposed himself into May's, pacing route. "It was a smart move. They're a trustworthy group that are uniquely equipped to handle this type of biological crisis. They were on the list of people I called initially looking for help. May, you met Dr. McCoy. Dr. McCoy is in charge."

"Where were they? You called them when you first started looking for help. Why didn't they help six months ago?" May shouted.

Tony threw his hands up. "You can blame the federal government for that. Do you remember what was happening six months ago? We were all pretty distracted, but I know you didn't miss Operation Brush Fire? Our government tried to arrest three quarters of the known mutants in the country on trumped up, crap charges. Without discussing politics, the X-Men were busy."

Sinking slowly into a kitchen chair, May nodded. "Right, I remember that, but you think they can help?"

"Maybe. I'm willing to give them a chance to at least evaluate the situation." Tony took the seat across from May and gathered her hands into his. "Let's be honest. I was out of ideas. Fresh eyes and skills can only help."

"It wasn't supposed to be like this. I was the cool aunt. Mary and Richard were supposed to handle the hard stuff." Despite her best efforts, tears began to fall. "Can I go where he is? I'm his guardian and I should be with him."

"They asked for forty eight hours, to evaluate him. These guys can be secretive, especially coming off the kind of issues they've been having recently. I'll make sure they know that you will be joining him if he's staying longer than that, okay?"

May nodded slowly. "Okay."

* * *

Xavier entered the alien mind; he swam its dark ocean to the cave at its center. So much lay dormant, but the open portion thrummed with life and light and color. He examine each piece in turn and then swam back to the human mindscape. Peter and the symbiont were waiting for him, prepared to fight. Peter's teeth were too sharp and too long, his hands clawed.

An alpha class telepath, Xavier did not engage the other mind in battle. He had no desire to fight these minds or to harm them. Exuding calm and peace, he waited for the initial fight or flight response to pass as they realized they had company but were not actually under attack.

"Peter and Gray, it is very nice to meet you. I am Charles Xavier. You asked for my help."

Their mental form shifted back to a more human normal and the young man exhaled slowly. "I'm sorry. I knew you were going to examine us. I thought there would be more warning. You scared us."

There was an echo to their voice in this place and Xavier could still see the symbiont and host, not mixed together in perfect solution but swirled together like an imperfect suspension.

"I'm going to attempt something. Try not to be afraid. I will not hurt you."

Xavier shifted the piece of his mind inside Peter to a cool, blue sieve. He gently massaged the human and symbiont minds, not trying to break their bond, but decreasing the area of contact down to a single, strong channel. With two entities in front of him, he gently compressed the bond between the two of them until there was no communication.

The reaction was immediate and dramatic. Peter collapsed to his knees, limp and gasping and Gray screamed in abject terror. Xavier forced the symbiont to sleep so that it didn't hurt itself and he returned his attention to Peter. "How does that feel, Peter?"

"Lonely. You didn't hurt him, did you? Gray isn't evil. He was born in here. I taught him everything he knows. You can't hurt him. Please don't hurt him."

"Look. He's sleeping, Peter. I've got him here. Your mind has been under extreme stress. This bond, you need to learn to dial it up and down, forward and back or you will fracture your mind. If you fracture your mind, Gray will not survive any more than you will. I'm going to help you Peter, but you have to trust me and do exactly as I say."

"I'll try."


	11. Peace Talks

**Chapter 11 – Peace Talks**

It wasn't in May Parker's nature to be passive. Even when she was unsure of the right way forward, she would make her best guess and try. It usually worked out; even when you made a mistake, you learned from it and got on to fixing things faster. Sometimes being proactive was as simple as taking your nephew out for Indian food and making puns until he smiled. Sometimes it meant changing careers so that you could reliably afford take care of a teenager. Today it meant walking into Xavier's school and facing what the X-Men had discovered about Peter's condition head on.

At her side, Tony seemed remarkably uncomfortable around the small swarm of children they were wading through. "They don't bite," May said.

"You have the one nephew. You aren't an expert on kids." Tony smiled at her and the tension was less for them both. "I have it on good authority that some bite."

Dr. McCoy was on hand to greet them. Professional and kind, he didn't waste time on pleasantries. "Peter is physically fine. His physical exam was largely unchanged from the one I gave him a few months ago. His strength is increased some, his five senses are also appreciably more acute. The symbiont itself has skills that seem quite variable and Peter has barely scratched the surface of its capabilities. The symbiont's tissue appears to primarily float along Peter's skin, mimicking clothes but there is more tissue than can be accounted for easily. It folds on itself in a way that defies physics." Dr. McCoy paused and shook his head. "There will be time to talk about biology and physics later. Professor Xavier spent some time inside Peter's head, and he wants to discuss what he found in detail with you both. If you'll walk with me, I'll take you to his office."

"Where are they, Peter and the parasite?" May asked.

"They're safe. After you talk with Charles, I'm certain he will take you to them." Dr. McCoy ushered them forward into a wood paneled office with large floor to ceiling windows. The man behind the room's antique desk had gravitas that defied anyone to underestimate him, wheelchair or not. Where McCoy had left May oddly comforted both times they'd met, Professor Xavier made her ill at ease almost immediately. This was a man with the power to see into men's minds.

"Nice masterpiece theater vibe you've got going on here, Xavier." Tony shook the man's hand, and settled into one of the seats like he owned the office. "We both appreciate your assistance with Peter's condition, sincerely."

May shook Xavier's hand as well and waited for the professor to gesture her to a seat. Instead of settling in comfortably, she perched at the edge, like a bird ready to take flight. "Thank you of course. What did you find? How is Peter?"

"We were all glad to help. I only regret we were unavailable when you needed help initially. Ms. Parker, your nephew is fine. I entered Peter's mind at his request two days ago, and I can say with absolute certainty, that Peter is a bright, sane, exceptionally conscientious teenager. He has insecurities and anxieties, some typical of his age group and some I would imagine, are very nearly unique to him." Xavier paused and showed no sign of shock when Tony interrupted.

"Look, we know he's a good kid, and maybe he invited you into his head, but we're not here to talk about his normal teen anxieties. That's his business. What did you find out about the alien intelligence sharing his brain?" Tony asked. "Can we focus on that?"

"We can, but first I want to explain something very clearly. Completely separating Peter and the symbiont will not be feasible, not without causing irreparable damage to both of them. Take a moment and digest that. Then we can talk about what the symbiont is and what Peter made of the situation."

Another disappointment just after she'd started to hope, but the X-Men couldn't help either. May slumped back, suddenly exhausted with it all. "I have to say, I'm a little disappointed with the cavalry, Tony. You worked on this problem for six months before you ran out of ideas. The X-Men surrendered in less than a week."

"You aren't fighting a war, May Parker, and the sooner you realize that, the easier this will be. The symbiont isn't evil or good. It is at its core a reflection of its host and Peter taught it to be a very moral, very kind, very honest symbiont. Peter taught it that its purpose is to protect its home and its people, that's Peter's people as far as the symbiont is concerned."

"I don't care if it is the sweetest, most sincere, best alien symbiont in the universe. It's sharing my nephew's mind and body. If the parasite stays, then Peter is functionally dead! We'll find someone who can help. I'll find someone." No longer seated, May was ready to act. "Bring me my nephew."

Seemingly completely unmoved by May's demand, Xavier smiled. "Peter isn't dead, functionally or otherwise. I was able to ease the strain of the bond in his mind and separate them back into two independent but bonded consciousnesses. Think of Peter and the symbiont like two skeins of yarn that have been knotted together at the ends. The two yarns had become hopelessly tangled together. I straightened the mess but Peter has to learn to keep the skeins organized and the bond in control.

"He is making progress. Your nephew is bright and determined. He doesn't want to let you down."

"Peter could never let me down." May straightened her shoulders. "It's really him again, without the parasite controlling him? You sort of separated them, just not completely?"

"Ms. Parker, Peter was influenced by the symbiont, more than a little disinhibited by the symbiont, but he was never actually controlled by it." Xavier sighed and looked at Tony long and hard before saying the next part. "The two of you are the most important adults in Peter's life. You won't be able to get by with a brave face and a lie when you see him. The symbiont is an empathetic being and they're ultimately a team."

"I don't like what you seem to be insinuating here, Professor. You think we're going to hurt him." Tony leaned forward and glared at the telepath. "I didn't invite you into my head, so refrain from picking around."

"I don't have to look inside your head, Mr. Stark. I've been through Peter's entirely. All mutants from the prettiest and most benign to the most hideous and dangerous, struggle with some fear of rejection. Peter might have told himself that he kept his spider powers secret to protect your feelings, May, and maybe he did, but he also did it to protect himself. Everyone that found out, accepted him-Tony first, then Ned and eventually even you May after a long painful panic attack, you came around. It was glorious and empowering for him. The symbiont changed all that."

May held a hand up and shook her head. "I know what you're trying to say, but we never rejected Peter. We rejected the symbiont," May said. "If he grew eight legs and extra eyes, I'd never reject Peter. He knows that."

"Peter was never controlled by the symbiont, not really and he was never unconscious even when their minds were most jumbled together. You rejected him over and over and he could feel the emotions coming from you thanks to the symbiont's empathy. If you are unable to wrap your head around Peter's new normal, you will hurt him-deep, ugly trauma over and over until you break the bonds he has with you, because the symbiont isn't going anywhere."

"I want to see Peter," May said, blinking rapidly so no tears could fall. "Take me to him."

"No," Xavier said. "I'd prefer it if you take a day to come to terms with what's happened and only see Peter when your emotions are more settled, but baring that I insist that you cool down for at least an hour."

Tony had listened and waited. He let Xavier say what he wanted, but May was near tears and the woman had only asked to see her nephew. "Look, she asked to see Peter. We aren't going to wait around here for an hour until you deign to let her see him. She's his legal guardian. We just want to make sure he's okay."

"Mr. Stark, you are in my school and you will wait as instructed until I think it's less likely that the two of you will further traumatized the child you so desperately want to protect." Xavier activated his high tech wheel chair and rolled quietly away.

Part of Tony wanted to activate his mobile war center, summon a few dozen remote controlled Ironman armors and rip Xavier's fancy school to pieces until they found Peter just to prove that he could, but Xavier seemed to think he had helped Peter and knew how to keep helping him. Tony hadn't been able to help the kid in months of trying. "How does a bald, old British man roll smugly? He smugly rolled out of here," Tony said. "You saw that, right?"

"Do you think he's correct, that Peter isn't being controlled, and that he can't be separated from the parasite?" May asked.

"It's his area of expertise. So yeah, he's probably right. I really wish that we got invaded by another round of evil robots, bring on Ultron Part 2, something that I know a few things about. This stuff, empathetic alien parasites, biological weapons. I'm not in my lane here."

"You're not in your lane? I left my lane over a year ago when my nephew got bitten by a spider and decided that it was his job to protect the whole world (or at least Queens) because of it." May paused and smiled bitterly to herself. "You know according to Xavier, Peter has been influenced and disinhibited by the parasite, not actually controlled. That super-honest, bouncy, strange version of Peter we've been dealing with for the last few months, that's Peter on drugs."

'Spiderling under the influence. When they teach the little kids to just say no, they need to add alien parasites to the potential substances." Tony frowned, conflicted about the idea that Peter had actually been driving the bus from the beginning, mind altered or not. If Xavier was right, Peter might not be very happy to see either of them.

"We're going to handle this. Peter's going to be okay. The smug, British man is going to teach him to keep his 'yarn' straight and we're going to get sober Peter back. Yes, with a permanent brain roommate, but we'll deal with it."

"That's my May Parker, always looking for the silver lining." Tony clapped his hands together and cracked the door open. "Come on. I'm not staying in this office. I never listened to headmasters as a teenager. I'm not starting now. There is a whole school to explore- gardens and grounds and who knows what all." The implication that Peter was out there waiting for them to accidentally find him went unsaid.

May wondered briefly how often Tony Stark got expelled from exclusive boarding schools growing up. "Slow down there. You said Xavier's the expert, so maybe we should stay put and do what the smug British man said." She sank slowly back into her seat and closed her eyes. "I just need to think."

* * *

Kitty Pryde didn't recognize Spider-Man when she first met him, but he looked familiar, not unattractive but not really her type either. She thought about it periodically for the next two days, trying to place his face. It came to her suddenly in AP physics class when the instructor asked them about deriving the equation for centripetal acceleration of particles around a nucleus.

She could see it in her mind's eye, a perfectly terrible memory. This skinny kid in a mustard colored blazer recited _d_ _2_ _x/dt_ _2_ = - _Rw_ 2 as though he derived complex physics equations while eating his breakfast every morning; he hadn't even used his scrap paper. Peter Parker, Academic Decathlon stud, the student who single-handedly knocked the Institute's team out of regionals last year, was Spider-Man.

Mutants came from all walks of life with diverse interests and abilities beyond their mutations. Finding a mutant of the right age who excelled at Academic Decathlon? Peter Parker was a unicorn. If football teams could recruit players, then she could recruit decathletes.

Kitty stood up in the middle of the lecture, made a quick excuse, and fled the class at top speed. In a school full of mutants with sometimes unusual biological needs, the instructors were taught not to overly restrict a student that needed to leave class. They might be about to release a dangerous energy blast or something else serious.

She made a straight line for Dr. McCoy's lab, literally floating through any walls, ceilings, or floors in her way, only stopping when the furry blue doctor was in front of her. "Hank, where is Peter Parker."

"I think he's still in one of the guest rooms. Why?" McCoy asked.

Kitty was already on the move again. "I'm going to be his student ambassador."

"Wait, he isn't here to tour the school as a possible transfer. He's here for a medical consult."

"With that attitude we'll never steal him from Midtown Science for the Academic Decathlon team!" Kitty phased through the wall in front of her, ending the conversation.

"Teenagers," Hank muttered fondly. A little normalcy in the form of a hyperactive competition-mad girl his own age would probably be good for Peter. Hank smiled nostalgically. He had been an anchor for his school's Quiz Bowl Team back in the day.

* * *

Sitting cross-legged on the big, fancy sleigh bed that dominated the center of a guest room that would technically fit a large portion of his and May's apartment, Peter squeezed his eyes shut and tried to practice the exercises Xavier had given him. Unlike the powerful telepath, Peter couldn't just visualized himself in his mindscape and be there. According to the professor, his subconscious could manage with no problem, but he needed his conscious mind to participate if he was ever going to have any real control of his life.

"Peter Parker?"

"Ah!" He could be forgiven for jumping out of his skin and literally climbing to the ceiling. His spider-sense hadn't even tingled before the girl's voice was calling out his name. Peter was half-way covered in his symbiont suit before he realized it was the girl who escorted him into the school standing there and staring at him expectantly. "Kitty, right? You startled me."

"Sorry, I just came to give you a school tour. Is it a good time?" she asked.

"A tour?" Peter asked. "I'm supposed to be practicing. So, thanks anyway?"

"Oh well, how long have you been at it, whatever it is? There are studies that when performing a task, it's a good idea to take periodic breaks, every hour or so, get up move around, do something else. It freshens up the mind and you come back with more clarity." She looked at him expectantly. "I'll have you back here and practicing, whatever you're practicing, in a half an hour."

A girl didn't actually need superpowers to have her way with Peter. She really need only be reasonably attractive and start asking him to do things. "Okay, I guess."

"Perfect! So have you ever considered the benefits of studying at a school with other meta-humans?" Kitty asked. "There are so many benefits to being in school with real mental and physical peers."

Peter grew up in Queens, a town with more than its share of hustlers, so it didn't take him very long to recognize a sales pitch in Kitty's descriptions of their training facilities or their PhD certified professors. Why she was selling her school to him was a bit of a mystery, but Peter didn't argue any of the points she made. The Xavier Institute was an excellent school with perks that he would never find anywhere else. The only real problem with it was that it was located all the way out in Westchester and it didn't have Ned or MJ. No, Peter wasn't going to be wooed by an Olympic swimming pool or a tech-filled danger room. He was going home just as soon as he mastered the art of not becoming entangled and overwhelmed by his symbiont.

Kitty took him back to his guest room, chattering the whole way. "Thirty minutes like I promised. Is whatever you're practicing something I can help with?" she asked.

"Are you a telepath?" Peter asked dryly.

"No, but I'm pretty smart. Tell me what you're trying to do. Maybe I can help?" Kitty smiled and leaned in just a bit, not yet abandoning her plan to recruit Peter.

"Okay, have you ever had to mentally regulate a bond with an alien symbiont so your mind doesn't drift into the other consciousness, affecting your judgement and mental stability?" Peter waited for the teenage girl in front of him to panic and run away.

"Do you know the alien species? We have a database of alien races we've encountered. They just left you in a guest room so it's not the Brood or anything dangerous like that?" Kitty pulled out a tablet and started digging through a detailed reference. "Species?"

"You're not freaked out?" Peter asked. He looked over her shoulder at the database. "I don't know the species."

"Freaked out? Please. Maybe you're a little sheltered in Queens. This is not my first close encounter of the third kind," Kitty said. "But I don't think I'm going to be any help for what you're trying to do. Would you like me to stop by and force you to take another mental break later?"

* * *

It was actually closer to two hours before Xavier sent Peter to his visitors. By the end of the wait, May was feeling calmer, more centered, ready to just see her nephew and figure out a way forward. For his part Tony had only paced the last half hour. He mostly talked on his phone and worked from a mobile holographic display while waiting, obviously distracting himself.

May didn't hesitate. Peter stepped into the room and she snatched him into a tight hug. He spent six months in solitary confinement, cut off from human contact and she didn't want him to doubt, not for another second that she loved him and had never meant to reject him. "May, please don't cry."

"You know I'm a crier. Professor Xavier says he helped you get your head organized, and that's good. I'm hoping he'll help me work on mine later." May stepped back and quickly wiped away her tears.

"How's your roommate, kid?" Stark asked, tapping his head.

Peter shrugged. "He's fine. It's a little more intense than having Karen to talk to, but once he figured out that my mind wasn't going to hold up to a full on meld long term, he's been doing everything he can to help keep things straight, separate you know?"

Tony half-smiled, his hands stuffed in his pockets. Xavier didn't think the symbiont would allow someone to lie to Peter, not without making sure he knew, and Tony was still too conflicted about the situation to do more than nod superficial acceptance of what Peter was sharing. "What happens now?"

"I actually thought, maybe it would help if you guys met him, the symbiont. We generated an avatar for him. It's why we're late. He's seven months old and he thinks he knows everything. He thinks everything needs lots of teeth and I barely talked him down from the second mouth." Peter stepped to the side and a creature stepped smoothly into Xavier's office from the hall. Inky black and standing almost hip high against Peter, it looked like nothing quite natural. If a shark were crossed with a greyhound, you might achieve the toothy, white-eyed creature in front of them. "He can shift it however he wants, but this is how he's most comfortable. I know it's alien, but it's how he saw himself before he started mimicking me."

"So this is the symbiont?" Tony asked. It was good to finally have a face of sorts for the parasite that had insinuated itself into Peter. "Not the most handsome fellow is it?"

Peter settled a hand on its head and it leaned more into him. "I think it's handsome enough. Arbitrary opinions on beauty become sort of meaningless if you can transform into anything."

"Does it talk?" May asked.

"It can, but it doesn't appreciate language, not really. If you're willing to touch him, he communicates clearer skin to skin." Peter turned quickly to Tony, a moment after the symbiont. "It's safe. I wouldn't suggest something that wasn't safe."

"Hey, I'm allowed to be nervous about talking mind to mind with an alien," Tony said, acutely uncomfortable with the undefined empathy that had disclosed his qualms. "I've met two of these symbionts and the first was not safe."

Determined to find the way forward, May took action. She offered a hand, palm up to the alien thing, hardly trembling at all. It stepped into her, a warm leathery texture on her fingers. "Oh," May whispered. Understanding came clear and crystalline, and she pulled back. "We can work together on that." She turned to Tony. "It asked me to help it protect Peter. That is a mission statement I can get behind."

"I don't exactly need protection," Peter grumbled. "Mr. Stark, would you like to, say hi?"

"Not really, but I'm going to anyway." He took his hands out of his pockets, rubbed them on his pants a couple of times and bit the bullet, placing a hand on the symbiont's head.

It was overwhelming, without a word the symbiont shouted at him, daring him to hurt Peter, throwing the empathic echoes of the Siren symbiont and its host at him. It showed him its teeth, longer and sharper. The aggressive message stopped with a touch from Peter pulling the symbiont back. Tony let go, and he met the symbiont's inhuman, white eyes. "Hey Killer." It was very clear to Tony that the symbiont might be benign in almost any setting, but it had a line and that line was anything that might threaten Peter.

"Mr. Stark, I'm sorry." Peter looked abjectly horrified.

"No need to apologize, Peter. You aren't the one who shouted. We need to finish this conversation though." Tony placed his hand back on the symbiont's side. The parasite wasn't the only one with a line. It needed to know what would happen if it ever tried to abuse its bond with Peter. If it ever tried to turn him into a monster or to diminish or twist his humanity in any way, Tony would turn the world inside out to end the creature.

"I think we understand each other now." In a gesture he knew the creature would understand, Tony smiled, showing all his teeth.

"What happened?" May asked. "What did it say to you?"

"Oh, Cuddles and I came to an understanding. I'm not going to perform a sonic induced separation on them and he isn't going to ever compromise Peter's humanity. It was a good talk."

"Cuddles?" May asked.

"That toothy thing there is named Cuddles, isn't it Peter? Tell your Aunt May and I how that happened." Tony crossed his arms, glad to have something to deflect the real conversation for a few minutes, anything to let him catch his breath.

Peter sighed. "When Xavier separated us, I found out that the symbiont didn't like the name Gray particularly. I mean, I knew he wanted another name, but it was very clear and concise once we weren't tangled together. He named himself Cuddles because it's sort of ironical and sort of true. He won't discuss the matter either. It's his name."

"Spider-Man and his symbiont sidekick Cuddles, this could be a sitcom," Tony said, but no one actually laughed at the joke.

Without warning, the symbiont shifted and merged with Peter folding seamlessly into his clothes in defiance of physics. Peter watched May as it happened, watched her flinch back and suck a long ragged breath. Peter had been certain that he was going home just as soon as he had mastered the symbiont, but maybe he wasn't going anywhere. "The X-Men are fine with me staying here if that will be easier for you. It's a lot to take I know."

"Absolutely not," May said. "I'm not comfortable with this, no, but you have to give me time to process the situation. I know the symbiont is picking up a lot of emotions in this room, but it should be getting a big dose of love with the rest. We're going to figure this out."

"Besides, if you're running away from home to join a band of crime fighters, the Avengers have dibs." Tony smiled and opened the office door. "Where is the food in this school? They kept us locked in here for hours waiting for you."


	12. New Normal

**Chapter 12 – New Normal**

Coming home was exactly as involved and convoluted as Peter expected, but being expected didn't make the process any less frustrating. They had to agree to a follow up schedule with Dr. McCoy and Professor Xavier. They had to decide on a monitoring protocol that would allow Peter to live at home and go to school and patrol, but that didn't make Tony nervous. Meeting Cuddles had not helped him warm to the symbiont at all really. Once Peter had been cleared to leave Westchester, May had gone home to try and save her job, and Tony had bundled him off upstate to finalize the monitoring they had all agreed on.

"I give you, Spider-Suit mark two." Tony opened the silver suitcase displaying a red and blue suit, very nearly identical to the first iteration. "Karen is already installed, and she's been instructed to walk you through tutorial mode before letting you play with any of the new toys. It has all the monitoring that we talked about, and I want you to wear it whenever you're patrolling, agreed?"

"I already agreed to baby monitoring part two and Cuddles understands why we're not just letting him be the suit." Peter still got a little thrill receiving this kind of amazing technology from Mr. Stark, but it was different than the first two times, more bittersweet. Tony didn't just see Peter Parker or Spider-Man when he looked at him anymore and he didn't half trust the symbiont in him.

"You know it isn't baby monitoring. It's Cuddles monitoring more than anything," Tony defended.

"I know and I get it." Peter closed the case and hefted it easily.

"You have the mini-monitor?" Tony asked.

Peter held up his hand, showing Tony the gold plated medical-alert bracelet that concealed a tiny biometric monitor and tracker. It also informed any physician that might be working on him to call his regular doctor that he had a chronic condition. "And I know my cover backwards and forwards. I have lupus, a rare presentation of the disease that the doctors didn't diagnose right away which resulted in my long and harrowing hospital stay. Cue the tiny violins."

"Ha ha, it's all fun and games until the federal government issues a death warrant for you. The symbiont likes to spout off the truth even when it's inconvenient. The wrong person finds out that you spent most of the year locked up because of your brain roommate and they will deploy the national guard against you." Tony pointed to the medical-alert bracelet. "It never comes off. If it comes off, I'll know. What I know, your aunt knows and what your aunt knows, she can punish you for."

"No arguments here. Can I go home then?" Peter grinned, so ridiculously excited to get back to his actual home and bed.

"Happy will drive you. Tell May hi for me?" Tony clapped Peter on the shoulder, suddenly aware that he had passed on another chance to hug the kid properly. The brief contact with Peter's shoulder brought him in direct contact with the symbiont and it took the chance to send him a tentative farewell. Tony would be more accepting of the olive branch if he hadn't so recently seen Cuddles' teeth.

"No problem, Mr. Stark. Thanks for everything." Peter didn't dawdle. It took him under ten minutes to make it from Tony's lab to his ride and he had to wait through two security checks. Happy had the car's trunk open, waiting for him and Peter quickly stowed his case. "Okay, so we need to get this out of the way before we drive to Queens."

"What?" Happy smiled and cocked his head to the side. "Did you forget something?"

"No, we've got everything. It's just, you were really decent to me, well us, when things were still really confusing and most everyone wasn't willing to give an inch." Peter took a deep breath, and just said what his symbiont needed him to. "Cuddles named himself after you. You are, in his eyes, his only real human friend besides me. He wants to meet you, properly, if you're willing."

"Well, I don't know what meeting him would entail, but that would probably be okay. It won't take too long right? We're on a schedule." Happy glanced at his watch, understandably a bit nervous.

Peter winced and looked away, then rather than ask so that things just kept getting more awkward, he darted in for a hug.

It couldn't have startled Happy more if the symbiont had burst from Peter's chest and attached to his face, but he wrapped his arms around the boy's back after a moment's hesitation. When his hands touched the symbiont generated coat, he met his new friend. A warm wave of affection, alien but soothing filled him for the time they were in contact, it was like listening to gentle but powerful music, like Enya with more bass.

Peter broke the connection, pulling back after a handful of seconds. "Sorry, it just wanted you to know it appreciated you."

"No, it's fine." Happy leaned on the car, obviously trying to get his bearings. "Am I high?"

Peter's eyes went wide. "High? Crap, maybe a little. When he's trying to make friends Cuddles might sometimes medicate with brain chemicals. He really likes the effect dopamine causes. He hit me, well us, with that several times when things were new and we were scared. I guess he really wanted to make a good impression on you." Peter looked skyward and sighed. "This is not how you make a good impression."

"I can't drive you home, high." Happy giggled. "This is better than weed."

"I can drive. I have my learner's permit and you can supervise," Peter begged, "Please don't tell Mr. Stark Cuddles got you high. He'll make me stay here until he finds a way to track symbiont-generated dopamine, and I really just want to go home."

"Yeah, okay." Happy tossed Peter the keys, still giggling under his breath. He dropped into the passenger's seat and buckled himself in. Not waiting for Happy to come to his senses, Peter quickly slid behind the wheel and pressed the start button. "Kid, you are going to be very popular in college. Now keep the speed down. I'm going to take a little nap."

The drive took twice as long as it should with Peter staying five miles under the limit and treating every possible road hazard with extreme caution. Happy slept the whole way, only coming around when Peter found himself with the impossible task of parallel parking. "Thank God you're awake. I can't do this."

Happy looked about, determined that they needed to parallel park and pressed the park assist button. The car proceeded to park itself. "Okay kid, I need coffee and a better explanation of what happened back there."

"I can make coffee upstairs." Peter pointed toward his apartment building.

"Seventh floor," Happy groaned, but he followed Peter.

May met them at the door with a hug for Peter and a puzzled look for Happy. "I was promised coffee and a better explanation of what our new friend Cuddles just drugged me with."

Peter escaped to the kitchen where he found an already brewed pot of coffee. "It wasn't drugs it was dopamine, a natural high, like endorphins."

"Wait, Cuddles can just make drugs?" May asked. "You're walking around with a drug lab in your head?"

"Not exactly." Peter brought two cups of coffee to the table. He set one in front of Happy and handed the other to his frowning aunt. "He can synthesize organic compounds and I've always had a head for chemistry, organic or otherwise. It wasn't a huge leap to biochemistry. It's just a wack of natural dopamine to the brain."

"Most addictive compounds give you a nice whack of dopamine to the brain," May said. "Or is it serotonin?

"Eating gives you a dopamine rush so does... sex," Peter replied. "Natural."

"Natural activities and both potentially addictive." May slammed her cup down on the table. "Have you been taking dopamine hits from Cuddles?"

"No! Not since we got detangled," Peter said. "Look, we never would have made it six months in that cell if we hadn't figured out that a little dopamine chilled us out and stopped the fight or flight reaction. I was scared and he was terrified. I told him to stop once we got straightened out by Xavier and he did."

May gestured to Happy. "Stopped did he? Mr. Hogan, did Cuddles stop his drug lab?"

Happy took a long drink of his coffee. "No he did not. Peter, I'm going to have to tell Tony about this."

"It was stupid. He's young and he just wanted to do something nice for Happy. I explained it to him. He knows it was wrong and he's really sorry." There were tears gathering in Peter's eyes.

May's heart clenched and she grabbed one of Peter's hands. "Hey, apology accepted. You say Cuddles understands that he can't play around in other people's brains, and I believe you. You say he knows not to play around with your head, and I believe you. We knew there would be a learning curve here." May could feel the symbiont slip over her hand and it showed her what Peter wasn't saying in a brief sad flash. "We are not going to lock you back up over this."

"God no, we're not going to lock you back up. Do you know how much work that was for me?" Happy sighed. "No Tony will just add another check box to his symbiont monitoring program. It's okay kid, really. I have to get back on the road. Thanks for the coffee."

* * *

Not for the first time, Ned wished that he and Peter came in on the same bus. He had woken up to a simple, to the point text message from Peter's phone. "I'll be at school today." Of course Ned had responded with exclamations and emojis and questions, but Peter hadn't sent anything else. Now he had to wait through his bus ride and then hope that he managed to find Peter before homeroom so that they could talk.

At school Ned threw his things into his locker, grabbed what he would need for the morning, and set to hovering near Peter's locker. He waited as long as he could, but eventually he had to head to class or be late. In homeroom he found MJ but no Peter. "Hey, have you seen Peter?"

"Nope, I got a one line text that he would be here, but no sign of him as yet," MJ said. She sighed and turned her notebook to a fresh page. "Really, with all the school he missed, the administration may have just sent him home and told him to try again next year. If you miss enough school they can't by statute hold you back but they can strongly encourage your family to make you repeat the year."

"Are you kidding?" Ned asked. "But I know May brought him his work and he took the tests as they came out too. She wouldn't make Peter repeat the year."

"You know her better than me." MJ shrugged. "If the school told my mother it was in my best interest to repeat the year, she'd make me do it."

They were most of the way through third period calculus when Peter joined them with a note for the teacher. It was the most frustrating thing in the world to not be able to just ask Peter what the heck was going on. How are you Peter? Why are you late? How is the alien parasite in your brain? Why haven't you called me since they let you out of the cell with no technology? Are we still friends because friends respond to other friend's text messages?

Peter turned to the class once Mr. Timmons had finished with him and he hesitated for a moment before heading toward Ned and MJ. "Class," Mr. Timmons announced. "Try to help Peter get caught up in any way you can. He has missed a lot of material this year. Be sure to welcome him back."

"Right Parker, you must have been on another Stark Industries retreat. Did you make a macaroni painting with Black Widow and go swimming with Spider-Man?" Flash asked, just quietly enough that his cronies could hear without alerting their teacher.

Ned found himself in the strange position of being both angry at Peter and angry for him. Those emotions combined into a strange social courage unlike anything he'd ever felt. "Look Flash, Peter was sick, could have died sick. It isn't funny and the fact that you think it is, says something pretty unflattering about you."

"When I said to welcome Peter back, I didn't mean to have a conversation during the lecture. Pipe down back there." Mr. Timmons never turned around or stopped writing on the white board to chastise his students.

After months of vacancy, Peter resumed his regular seat next to Ned. He smiled and mouthed thanks before turning his attention forward.

Ned enjoyed calculus, but he had never wished for a class to end harder in his life. While everyone else bustled off to lunch, he waited with Peter and MJ for the rush to clear. "So, got your text message this morning. What's going on? Why were you late?"

"I had to have another checkup, and I can't talk about any of it here." Peter gestured vaguely at the halls.

"That's fine. We'll talk about school and decathlon and talk about everything else after school, unless you have another _checkup_ after school?" MJ asked.

"No checkup, but I have to _check in_ with May by four. No 'Stark internship' for a week while I get re-acclimated to school and my many, many scheduled checkups." Peter held up his right hand and the medic alert bracelet on it. "Monitoring is key with managing things like _lupus_. It's biometric."

Ned pulled the device his way and made to slide it off for a closer look.

"Yeah, we don't take that off unless we want bad things to happen." Peter stuffed his hands in his pockets. "Lunch?"

Saying they were going to talk about school and decathlon was one thing, but in practice lunch was too quiet and charged full of unspoken questions. Tired of watching Peter and Ned apply themselves to their lunch silently, MJ snapped her notebook closed.

"So, I heard you got a dog, Peter, and after a lot of back and forth, May is letting you keep it," MJ said. "Did you get a dog?"

Ned and Peter turned her way, both confused, but Peter realized her code after a moment. "Yeah, I did. He's still a puppy, and he makes a lot of messes, but he's starting to fit in."

"So, I know you have to go straight home, but Ned and I can come with you, to meet the dog, yeah?" MJ asked, a half-smile on her face. Ned's eyes widened, as he caught up to the extended metaphor.

"I don't see why not." Peter smiled brighter. "For the record, the dog is named Cuddles."

Ned frowned. Cuddles? Seriously? He wondered if maybe he had misunderstood Peter and MJ's meaning. Then he thought about Peter snuggling up to him that first night after joining with the symbiont and it made more sense. "Okay, I'm game. We have a lot to talk about."

* * *

May didn't seem terribly surprised that Peter arrived home with friends in tow. She directed them to snacks and retreated to her room to give them a little privacy. For his part, Ned wanted to know everything, and he didn't waste time asking his questions. "I want to know about the parasite, Peter. Are you really okay? When they let you out of confinement, why didn't you call me or MJ for that matter? We were so worried about you."

"Sorry you were worried. I've been really busy and I didn't have my phone, not until today. The parasite is still here, but not like before. In the beginning, we were a little smooshed together." Peter laced his fingers together descriptively. "But we spent a few weeks with a telepath and now we're more or less, separate but joined at the ends." Peter ended his explanation with his index fingers touching. "I don't know that I explained that well."

"No, I get it," MJ said. "You and Cuddles are sharing space like conjoined brain twins. That has to be pretty intense. How are you holding up?"

"It's not as bad as it sounds. It was weirdly easier when we were so jumbled together that I couldn't tell me from him. He's a really young alien kid and it's hard to keep him on track sometimes. It's like that stupid MTV show Sixteen and Pregnant only I've got an alien baby and no one can know about it, so I'm pretending to have lupus." Peter cringed at his own convoluted, broken simile. "Want to see what the baby alien can do? It's actually kind of cool."

Ned frowned, not convinced that Peter had come out of this physically whole or of sound mind. "Yeah, okay, let's see what the alien baby can do."

"Wait, I want popcorn." MJ grabbed a bag of salty snacks and settled on the couch next to Ned. "All right, let's see some magic."

"Check this out." It wasn't that Peter was oblivious to Ned's discomfort, but MJ was genuinely intrigued and excited, and he hoped that she might convince Ned to lighten up a little and accept the changes in his best friend. With a little showmanship, Peter demonstrated what he thought of as Cuddles' camouflage skills. He showed a variety of clothes and shoes, shifting seamlessly from one to the other and settling on his spider-suit for a finale, before just going back to his regular clothes.

"That is pretty awesome. You're going to save loads on clothes," MJ said.

"So you're not wearing anything but the symbiont right now? You're sort of naked," Ned whispered.

"Don't be a prude." MJ threw some kernels of popcorn at Ned's head. "If you can't see any naughty bits, you're not naked. Is that it? It's a chameleon?"

"No, there's more. Dr. McCoy said I was appreciably stronger, but I can't really tell a difference. The best part is the chemistry though." Peter plopped onto one of the chairs and grinned. "Forget having to steal reagents from the chemistry lab or acquire them anywhere else. Cuddles can make just about anything I can imagine that's organic in base and a lot of inorganic things too. When we were locked up with nothing better to do, we studied and synthesized so much stuff. I can make nitroglycerin. We broke that back down, very carefully after generating it. It makes generating web fluid as simple as picking the formula and letting Cuddles make it."

"Okay, that's cool," Ned said. "But are you really okay with this? I mean really?"

"Yeah, I mean, no I didn't choose to be the host to a symbiont, but Cuddles didn't choose to get woken up and stuck with me. We're making the best of a pile of lemons, and I happen to like lemonade." Peter could feel the muscles in his jaw tighten, protective instincts riled by Ned's continued unease. "I like Cuddles. He's good. So, I'd like you guys to try and be okay with this, with him."

"I'll tell you what I told you before, Peter. I'll take this situation as it comes. Until you or Cuddles gives me a reason to distrust you, I'll be giving you the benefit of the doubt. We're good," MJ said. "Got to say, Cuddles is not the first name that comes to mind for an alien symbiont. Why did you name him that?"

"I told you, he's a baby. He named himself that," Peter said, blushing.

Not for the first time recently, Ned wished MJ would back off. Peter was his friend first and just because she didn't care whether he was stuck with a symbiont in his brain that basically translated to weird alien-style schizophrenia, didn't make her a better friend. Well, she didn't know everything. "It's very touchy feely," Ned offered. "It literally likes to cuddle."

"Spoken like a man with firsthand experience. Come on Peter." MJ patted the couch between her and Ned. "Let Cuddles live a little."

Peter didn't take her up on her offer, looking at Ned's creased brow and flat expression. "If you touch him skin to skin, he can talk to you. He would like to say hi if you're both okay with that."

Instead of repeating her invitation, MJ glanced at Ned and left it to him to decide what happened next. May had told Ned that Peter and the symbiont were stuck, that there wouldn't be any going forward without Cuddles. Ned knew this was a turning point. If he couldn't handle this, he might as well go home and leave MJ and Peter to their new budding friendship without him. Resolutely, Ned patted the couch. "Technically I already met your new friend once, but I'm game to say hello again."


	13. Easy Bake Oven

**Chapter 13 — Easy Bake Oven**

It wasn't that Ned doubted his friendship with Peter. They had known each other since they first got pulled from the mishmash of public school and sent to the gifted program in elementary school. Peter was too small and too smart to do anything but annoy the other kids and Ned, well he was too round and too smart to be anything but a healthy sized target. Together things were better. Nerding out over classic science fiction became their thing. Having a thing was almost like having armor against the scary side of public school.

When Peter came to him with two applications to get into the magnet school with a focus on science and technology, Ned had been excited but also nervous. Only the best students got a chance to attend Midtown Science. While Ned was smart, Peter had always been a couple steps ahead of even the smartest kids. What if Ned wasn't good enough? Of course, his worries had been unfounded and their friendship had not only survived the transfer, it had thrived. There had been speed bumps of course, little things like bullies and genetically modified spiders. Well, the symbiont wasn't going to be the road bump that broke up their dynamic duo.

Ned touched the symbiont defiantly, determined not to lose friend points to MJ because she thought Symbionts were fun.

A warm rush and Ned was underwater. His hug from Cuddles lasted only a few seconds, but it was eye opening. Cuddles looked through him and his insecurities and showed him the truth. He didn't need to worry about MJ damaging his friendship with Peter. Cuddles saw their friendship as a color—brown and warm and sweet like honey. Love between brothers. It wasn't just a drunken, mind-altered statement he had made ages ago. Peter loved him, and if their friendship ended it wouldn't be Peter's choice.

His hand was still on Peter's shoulder but they were sitting on the couch again, no longer on a mental adventure with an alien symbiont.

"Woah, that was trippy." MJ grinned at Ned. "Did it assign you a color? It licked me." She pointed to herself. "Pistachio green. And Peter, how much control do you have over what the symbiont says, because, seriously? That was forward."

"Oh God." Peter had dropped his head into his hands, hiding a deeply flushed face. "I'm so sorry. Ned, please kill me. Kill me now. The embarrassment will be a slow death."

"For the record, I'm not carrying anyone's progeny until after college, maybe, if I meet the right guy." MJ couldn't contain her laughter. "He was so serious about it."

"I swear, the one alien baby is more than I can handle right now. He doesn't completely understand the social part of human reproduction. Don't ask me why he went there. I don't know." Peter looked to Ned, and gestured helplessly.

It was impossible not to take pity on Peter in that moment, especially right after Cuddles banished all the insecurities he'd been struggling with. "I personally think the two of you would make cute, smart, socially aware children if you chose to procreate, but I'd like to talk about something more important for a little while."

"More important than Peter's and my future babies?" MJ asked. "Let's hear it."

"You and the symbiont can synthesize any organic compound. Can you make complex carbohydrates, specifically can you replicate the perfection that is a Krispy Kreme warm glazed donut?" Ned held a hand out and waited. "Let's see it?"

"I never tried." Peter shrugged.

"Oh I like this game. Go for it," MJ encouraged.

"I don't think I know enough about what's in a donut to show Cuddles, but okay. We'll try." Like a piece of toast out of a toaster, a perfectly round tubular structure popped into existence above Peter's hand. He ripped it into three pieces and as one they each took a nibble.

"That is the single most disgusting thing I've ever put in my mouth and I used to eat paste in kindergarten," MJ said. She spat out her bit and used a napkin to try and wipe the residue off her tongue. Peter and Ned were both too busy clearing their own mouths to comment.

The night continued, evolving into a game of challenge-the-boy-and-his-symbiont. They failed as many challenges as they met but it was fun and Peter couldn't quite get over how good it felt to interact with his two best friends and have them accept the changes he had gone through recently.

"It's getting late, and my mom will be expecting me soon," Ned said. "See you at school tomorrow?"

"Yeah." Peter and Ned bumped fists, flowing efficiently through their signature handshake.

MJ set a rather large symbiont-synthesized diamond on the coffee table and made to follow Ned. "I know you said I could keep the rock, but we don't want to give Cuddles the wrong idea. See you tomorrow, Peter."

MJ paused at the door and whispered something to Ned. He chuckled and nodded to her.

"Come here," Ned said. The two of them pulled Peter into a hug. "That was goodnight for Cuddles."

Peter took a few minutes to clean up after his guests. Instead of throwing away the extra popcorn or the failed experiments, he let Cuddles absorb them for raw materials. Before retreating to his bedroom he knocked on May's bedroom door and pushed it open after he got no response. His aunt was sitting up in bed, noise canceling headphones on, gently snoring. Peter considered leaving her like that, but she didn't look very comfortable so he came in and shook her awake.

"Hey, is everything okay?" May smiled and pulled down her headphones. "Have your guests gone home then?"

Peter nodded. He wanted to curl up next to May and sleep, and he knew it wasn't just his desires he was feeling. "We're getting muddled again. We worked together all night and I'm having a hard time unknotting."

"Did you try the exercises Xavier gave you?" May asked. "Do I need to call someone?"

"Not yet, I think we're just tired. Can I sleep here tonight?"

May frowned. Peter hadn't asked to sleep in here since he was seven. Cuddles was bleeding through more than he had in a while. "It isn't going to get easier by putting it off." May patted the bed beside her. "You can stick around but you need to do your exercises. If things aren't better by tomorrow, we're going back to Westchester and Xavier will help you get unknotted."

"I can do this." Peter snuggled into her side, frowning in concentration. "Cuddles usually helps and he's tired. It was a busy night."

"Sleep then, but you can't go to school muddled." May looked at her cell phone on the nightstand, half-convinced that she should call Xavier or Tony now, but Cuddles wasn't actually dangerous and if Peter couldn't straighten himself out, she could always get him help tomorrow. Trying to have some faith in Peter's ability to take care of himself was harder some days than others. She wrapped her arms around her nephew, and gently rocked him like he was the five year old who had just lost his parents and spent every night in bed with his Aunt and Uncle instead of the almost sixteen year old who should be mortified at his current position.

* * *

Hiding behind a pair of dark sunglasses, Tony sat at an oblong conference table and listened to the oversight committee discuss whether the Avengers should be more active in current world crises. Three nations had petitioned for assistance, but Tony had already reviewed them himself and they were not appropriate for intervention. The Avengers did not put down insurrections or fight petty crime for random nations. It would take the politicians hours to make a determination that had taken him forty five seconds. Right on time F.R.I.D.A.Y. chimed. "Mr. Stark, your assistance is required in lab seven."

Feigning surprise, Tony sat forward. "That's unfortunate timing. For the record I don't see anything in the queue that rises to the Avengers' stringent selection requirements. If the committee comes to a different conclusion, we'll have to schedule another one of these sit downs to discuss it."

Rather than give the committee a chance to argue with his excuse, Tony was almost out the door before he finished talking. "All right F.R.I.D.A.Y. just to be clear, I'm not actually needed in lab seven right? That was our planned exit strategy?"

"You are not needed in lab seven, but Dr. Banner is looking for you in the main lab. Would you like me to patch you through to him?"

Tony changed directions, heading for the elevator. "Not necessary. Let Bruce know I'm heading his way." For the last few weeks, Dr. Banner had been making progress defining the anomaly on Benham Street and if he was looking for Tony, progress might have turned into a break through. After what had come out of that anomaly, any knowledge of what it was would be invaluable.

"How did the meeting go this morning?" Bruce asked.

"Be glad you aren't an Avenger right now," Tony said. "I assume you didn't want to see me to discuss politics?"

"No Tony, I want to show you the Benham Street anomaly." Bruce tapped his keypad until a blue semisolid display appeared in the center of the room. "We have an artificial wormhole. There is some really interesting technology cloaking the whole thing so that our attempts to scan it were basically useless, but I finally worked a way around that by bombarding the area with some super low frequency radiation and voila." The outline of a barely open door appeared on the blue display. "The crisp edges, the attempt to cloak the area, there is no way this is a natural phenomenon. The question becomes who put it there and why?"

"Don't forget the other question, can we close the door?" Tony asked. The last wormhole to New York had very nearly destroyed the city and closing it had brought Tony closer to his own death than he ever wanted to venture again.

"Oh we can close it, theoretically. The question is do we finish opening it first? There is a lot we don't know here and there may be a whole lot of answers on the other side of that door." Bruce shrugged and settled into his desk chair. "I guess you should probably convene another committee meeting before we make a call."

"You know, the other former Avengers at least have the courtesy not to rub my face in the agony that is governmental oversight." Tony dropped into his own seat and sighed.

"The other former Avengers are fugitives from justice. They'd rub it in your face if they were here." Bruce nodded to the display. "What do we do? It's your call."

"They gave us jurisdiction over the Benham Anomaly. I don't have to kick it back to the committee. Theoretically if we were going to manipulate this door, how would we go about it?"

* * *

May Parker was not Peter's mother and she knew that. Their relationship had always benefited from a dose of hands off parenting, intense trust, and enough love for ten aunt nephew duos. It worked for them. Spider-Man had changed that dynamic and before they even recovered there was a symbiont in the mix. Watching Peter eat his breakfast, May tried to decide whether to trust his assurances that he was fine and let him go on with his day or to bundle him to the nearest telepath and let them check him.

She knew what she would have done before Spider-Man; if Peter said he was fine to go to school, she would have accepted it and gone on with her day. This felt so different.

"May, I'm fine." Peter grabbed his bag. "I don't have any classes without at least Ned or MJ if not both and they know about everything. They'll be watching me too. Why don't you text them so you feel better that they know to be on the watch for off behavior from me? I really don't mind."

"If you're sure that you're fine, I'll try not to worry." May managed a smile for Peter, knowing that the empath in his head wouldn't let her get away with that.

Peter stole her phone out of her pocket and hammered out a pair of texts, one to MJ and the other to Ned before handing it back to her. "I'm scheduled to see Xavier for a follow up this weekend. He'll check me then and give me a grade on the week, yeah? There will be no flying under the radar if I'm failing at brain organization."

Peter barely made it to homeroom before the final bell, and didn't get any real chance to talk to Ned or MJ over the course of the morning. School was simultaneously convenient and inconvenient sometimes. If they wanted to discuss Star Wars there were loads of opportunities, there just wasn't quite enough privacy to discuss things like Cuddles, not now that they were a trio.

Peter took a seat between Ned and MJ at lunch, proud of himself for getting his head together to be at school today and newly resolved about what he should be doing after school. "So I had a long night. Professor Xavier finally made it upstate to look at the broken symbiont. Not that anyone bothered to update me about that. Since she lives in the corner of my brain." Peter pointed due north like he was giving directions. "I noticed when she stopped screaming. He was able to put her into a type of stasis. There's still pain and she's still starving, but her consciousness isn't actively engaged in that. It's insulated from it. I don't know what he did or how he did it, but Cuddles and I are in agreement that it was a kindness and we're relieved."

"I bet you are. It must have been intense having that in your head all the time, even if it was off to the side," MJ said. "You've never really said much about the other symbiont."

Peter shrugged. "We could mostly tune it out and we really don't know much about Cuddles much less the broken version. It did get Cuddles and I thinking that we should be putting more effort into finding the other inactive symbiont. Keeping it dormant will keep it safe and the humans around it safe. If it were active, we'd feel it. We are very nearly sure of that."

Ned nodded, accepting Peter's logic. "Where to start looking though? It could be anywhere."

"I was thinking we could take the known attacks that the Siren made, map them with the thing on Benham as a starting point and focus the search in that area," Peter said.

"Okay, I have no idea how you're going to get the information on the attacks without hacking law enforcement (never a great idea) or getting the information from Mr. Stark," Ned said. "Have you asked Mr. Stark for help?"

"The symbionts and Benham Street are officially Avengers business. It doesn't matter that I've got a symbiont in my brain, he wants me nowhere near the investigation. His philosophy on the issue, _things could always get worse and they're bad enough_." Peter shrugged. "It won't be the first time I've gone rogue."

"Let me play devil's advocate for just a second here." MJ flipped to a blank page of her sketch book and started a passable illustration of the Siren symbiont. "What if the inactive symbiont wakes up and disrupts or damages the functional bond you built with Cuddles? Have you read the articles about what the Siren symbiont and her host did in the short period she was loose in New York? It's not pretty. I'm not saying you shouldn't look for the inactive symbiont, but are you sure you want to do this?"

"I'm not just being difficult or reckless. This is our responsibility; the blue symbiont is family." Peter sighed. "There are things Cuddles just knows, that he's certain about. He is absolutely sure that we're safe around an inactive symbiont. We won't wake it and we can help get it somewhere safe where a random person won't wake it. Cuddles thinks if he could get a bit of proximity, he could sense it."

"Okay, so did you try telling Stark that?" MJ asked.

"What do you think? He doesn't care if Cuddles is absolutely certain. He doesn't want us involved." It was sometimes frustrating to think about the mixed messages Tony Stark sent. One one hand, he lugged Peter to Germany two days after his fifteenth birthday to fight superheroes. A year later and he wouldn't allow Peter on a glorified Easter egg hunt in his own home town.

"We're not hacking the NYPD." MJ pointed at Ned. "I don't' care if you can computer-boy, it isn't worth the risk, and Stark isn't going to let us into his sandbox. Fortunately there is always freedom of the press." MJ grinned and let the boys see her finished monstrous sketch of the Siren. "The press articles from the attacks will give us the basic locations and that's all we really need to build your map."

"Simple and no one commits a felony. I like it," Ned said.

"Who needs the Avengers?" Peter grinned.


	14. Alien Egg Hunt

**Chapter 14 — Alien Egg Hunt**

Peter hadn't questioned Cuddles desire to serve as his clothing at all times. He knew the symbiont could fold himself down so small that other clothing wouldn't be bulky, but by being clothing, Cuddles was also being armor, an extra layer of protection against the world. It was a matter of pride to him and having to fold down tight and let the spider-suit and Karen take over, made him truculent.

"Good afternoon, Peter. Would you like to work through a tutorial before we go on patrol?" Karen asked.

"Not really, thanks, we're on a schedule today. We have a train to catch." Peter let loose, webbing his way toward the train station, the best place to hitch a ride for a sticky guy like him. You might get lucky bumming a ride on a truck and shave some time off your trip, but the trains had regular schedules and destinations; they were far more reliable.

"Peter, you aren't wearing the gloves of your suit. No specialized web shooters will be available without your gloves."

"Ah, well, we're testing out Cuddles' web fluid and his ability to shoot it today. He matches the suit's pattern perfectly well and his fluid is as good as the manufactured stuff, better even since we don't need to change cartridges. He's doing pretty well, yeah?" Peter smiled, enjoying the chance to stretch himself out properly.

"Without your specialized web shooters, you have drastically decreased your arsenal if there is an emergency."

It almost sounded like Cuddles wasn't the only one feeling truculent about sharing suit dutievs? Karen was an AI and the protocols that Mr. Stark had programmed her with were technically complex enough for her to at least feign appropriate emotions. Whether she was feeling them was debatable. "We shouldn't need taser webs or web grenades. We're going to Manhattan to swing around a little. If we find ourselves in a bind and in need of options, I brought the gloves along. Cuddles is holding onto them."

"The symbiont dissolved your last suit. Can it safely hold onto your gloves?" Karen asked.

It was official, Karen didn't like Cuddles. Of course he did dissolve the first suit which was sort of her body. "He hasn't dissolved them yet. Karen, he didn't know you were aware when he dissolved your original suit. Cuddles is very sorry about that." Peter ignored the annoyed wave from the symbiont about not being sorry at all. The worst part of Karen for Cuddles was that he couldn't interface with technology the way he could biological beings. Between temporarily taking his clothing duties over and being immune to his empathy, Cuddles was convinced that Karen was secretly evil or dangerous or both. Peter knew the only thing that was stopping the symbiont from dissolving her again was his firm position on the matter.

"Manhattan seems quite far from our normal patrolling route. Are we on a mission?" Karen asked.

"Sort of. We're on a scavenger hunt. I'm supposed to be looking at the architecture of City College," Peter lied smoothly. "It's for school." He winced at Cuddles disapproval. When he taught the symbiont the rules of being human, he had been firm about honesty and it was one of the pillars the little guy had built his personality on. He did not like deception, even little white lies bothered him.

Technically they had been hunting the dormant symbiont for going on two weeks now, but Cuddles didn't grumble about the lie of omission in not telling Karen that part. It probably helped that it was Karen they weren't telling. They had tried search patterns near all the known attack sites from the Siren's rampage. They had even mapped and searched areas where she was only sighted. Their side activity hadn't caught Karen's attention at all since the Siren hadn't much left the boundaries of Queens.

MJ had figured out a secondary pattern to the Siren's attacks. She had stalked a very specific type on her murderous rampage, killing pimps and drug dealers, the worst of the worst. It didn't justify what she had done, but it almost made Peter sadder for the woman who was still in a hospital being fed through a tube. She had made the most of her situation and steered the monster as best she could.

The field trip to Manhattan was a long shot. There was a single Siren sighting at City College, and it was their last lead.

"An architectural scavenger hunt? They have several excellent examples of Perpendicular Gothic style at City College. There are more than one thousand individual grotesque statues and gargoyles on campus. What are we looking for specifically?" Karen asked.

"I'll know it when I see it." Peter found the train to take him to Manhattan and laid flat to wait until they were underway.

"It will be an hour long train ride. Would you like to work on one of the suit tutorials?"

Peter sighed and shrugged. "Sure. It will kill some time."

Karen spent most of their hour long ride quizzing him about web shooter options and various and sundry modes. Sometimes it seemed like it would be a shorter list to learn what the suit wasn't capable of, but Peter didn't complain. He wasn't looking for a shortcut to mastering this technology. After a particularly complicated discussion of amphibious mode, Peter surrendered. "Karen, I think for the rest of the trip, we'd just like to ride." Cuddles had never seen a sunset like this, the towering buildings approaching with the red light fast fading behind them. It was like seeing it for the first time as Cuddles emotions swelled at the beauty. A flood of possessiveness hit him and Peter nodded understanding. It was a piece of their territory, less their home than Queens but still under their protection.

Once in Manhattan, Peter should have been basically lost and ready to follow any directions Karen could give him, but he wasn't lost. Cuddles hadn't been wrong. He could sense the inactive symbiont if they got close enough. Peter took off, swinging between the much taller buildings in this part of the city until he was so close that his body was thrumming with the other symbiont's presence.

"This is Wingate Hall. Would you like to hear about the architectural significance of this building?" Karen asked.

"I'm afraid I might have lied about the scavenger hunt a bit Karen." Peter climbed to the top of the building and reached down into a decorative gargoyle's mouth. He pulled out the gently pulsing blue egg that had been missing for so long. "She hid you well, little guy. Just keep sleeping. We're going to get you somewhere safe."

"Peter, that is the missing third symbiont. In accordance with my current monitoring protocol, I must contact Mr. Stark immediately with this information."

"It's okay, Karen. I know. Tell him that no people should be within, oh, eight feet of the little guy or we risk waking him. There's no way I could get him safely upstate without help. Unlike the Siren, I don't fly." Peter settled into a sheltered spot on the building and nodded. "We'll wait here for help." Letting Cuddles guide him, Peter curled protectively around the egg.

* * *

When Tony set his phone to do not disturb, it wasn't an absolute thing. Ironman couldn't afford to turn off his phone. He and Bruce had been crunching numbers for scenarios of opening and closing the wormhole on Benham Street, when F.R.I.D.A.Y. overrode his do not disturb command, chiming for his attention. Those polite bells might as well have been klaxons and flashing red lights. "Boss, your attention is needed immediately, Cuddles monitoring protocol, code blue."

"Code blue?" Bruce asked.

"The third symbiont is blue according to all reports." Tony slammed his laptop shut. "Code Blue means Peter is in physical contact with the third symbiont. Patch me through to the spider-suit, F.R.I.D.A.Y."

Karen's voice came through next. "Mr. Stark, Peter located the dormant blue symbiont. He is showing no overt signs of distress and remains responsive. He has requested assistance evacuating the dormant organism. He is concerned that no humans come within eight feet of the symbiont at the risk of activating it. We are currently located at the top west corner of Wingate Hall on City College campus in north Manhattan."

"Manhattan? That's a little ways from your usual patrols. Karen, I want to talk to Peter." Tony waited for the sound of Peter's breathing to know he was live. "Kid, you want to explain how you ended up in Manhattan with a dormant symbiont that you were told to stay clear of?"

"I never agreed to not look for him. Maybe I agreed to ten layers of monitoring, but I didn't agree to take orders. Not an Avenger." Peter sighed. "If you want to read me the riot act, that's fine, but we need help getting this little guy somewhere safe, safe for him and the humans that might end up like Lily Frazier if they wake him up. So, please come get him."

"Not an Avenger?" Tony said under his breath. "I'm sending a drone to your location. Put the dormant symbiont in it. Then get ready because I'll be arriving a little after the drone and we're going to have a long talk about risking your life needlessly. End call."

Tony dispatched a medium sized drone, punching the keys on the small aircraft far harder than necessary. He turned to Bruce, unable to shake the anger he was struggling with and he needed to calm down before climbing in a suit and going to see Peter.

Bruce shrugged. "I do recall that that Peter said his symbiont made him safe around the inactive symbiont and that he might be able to hunt it better than any of our tech had managed. It's not completely surprising that he would go and get the symbiont before we ended up with another Siren monster eating people. He technically did a good thing here."

"Good? That kid is going to get himself killed. Somehow he managed a working bond with an alien symbiont that turned the only other human ever exposed into a cannibalistic monster—a miracle in and of itself. Instead of counting his lucky stars and staying as far away from the blue symbiont as he could, he threw himself at it like a self-sacrificing soldier on a live grenade." Tony threw his hands up. "I'm done with this kid. Done."

"Sit down for a second, Tony. You're shaking." Bruce gently pushed his friend into a seat and shoved a cup of coffee into his hand. "Drink that. It's got sugar. It will help."

Tony sipped the beverage. "I'm not in shock."

"Maybe not, but you're upset enough to be shaking." The way Bruce saw it, people like them didn't often have real families. Their lives were too dangerous and unsettled, but if they were lucky they adopted each other, finding friends that became brothers or protégés that almost became sons. "You're not done with the kid. Superhero protégés don't exactly grow on trees. Peter was a little reckless and you just need to catch your breath before you go talk to him." Bruce squeezed Tony's shoulder.

"What kind of coffee is this?" Tony asked, but he sipped more. "He's not my protégé. He isn't even really an intern."

"Whatever you say, Tony." Bruce gestured to one of the small aircraft that could fly itself. "If you're really done with him, I could go talk to him for you."

Tony finished his coffee in a final long drag. "Don't be an ass. He's my sort-of-intern. I'll be administering the talking to."

* * *

Peter stowed the small blue symbiont in the drone Tony sent, confidant that even if he was angry at him, Mr. Stark would treat the symbiont with the care and concern the situation deserved. He didn't have to wait long after the drone's exit for Ironman's arrival. He had been so intimidated less than a year ago when Tony flew in after the ferry fiasco, but today was different. This wasn't a fiasco, and Peter was ready for anything Mr. Stark had to say on the matter.

Without preamble, Tony stepped from his armor. Whatever he saw in Peter's face, his frown just deepened. "I asked you to leave Benham Street and the symbionts to the Avengers. Would you please explain why you're here in the middle of something I asked you to stay clear of, again?"

"There is a symbiont bonded to me, mind and body. There is no way for me to stay clear of them. That little blue symbiont is a baby, just like Cuddles and I refuse to see it destroyed like the Siren was, not to even mention the human beings that were at risk from it." Peter shrugged. "I knew it couldn't damage my bond. Cuddles was certain. Just because you refuse to accept any information the symbiont offers, doesn't mean it isn't true. This was the right thing to do. I'd do it again."

Tony took a deep breath and plastered a painful smile on his face. "You just said that your symbiont is a baby and I can't count how many times you've said that you don't understand a fraction of what it really is or what it will ultimately be capable of. So you're asking me, a scientist, to have faith in something that I can't verify without putting your body, and your very mind at risk. Forgive me for having some misgivings or asking you to show a little restraint."

"I understand your point of view, but can you see mine? Was I wrong? I found the symbiont. It is headed somewhere secure." Peter crossed his arms over his chest. "If I'd done what you asked, who knows when a human being would have strayed close enough to wake it. I guess we would start to get some data then, since we're being scientific about this. It's not a large population and you can't really derive statistics with three data points, but we'd sort of know whether you're more likely to get a Cuddles or a Siren from a symbiont bonding with a human being."

Tony sighed and sat on the building edge next to Peter. "No one is saying that what you did here wasn't helpful or heroic. You very well may have saved lives and that is always commendable. Once you knew where the symbiont was, you could have called that information in to me and I'd have handled it. You took the last step to fish it out of its hiding place and hold it in your hands." Tony shook his head, determined to not lose his temper and to talk things through logically. "So, when you signed that contract with May about how you were going to patrol and the guidelines you were going to follow, did it mean anything? Maybe you were just appeasing her, lying to make your life easier? I thought we had an understanding and that you were going to let the adults in your life protect you just a very little bit."

For the first time, Peter looked less sure of himself. "I, we, just needed to make sure it was okay. You don't know what it's like." Peter raked his hands through his hair, groping for an explanation that Mr. Stark would really understand. "Cuddles knew it was safe and he needed to check on that symbiont. It isn't like trusting another person or having faith in another person. It's trusting myself because that symbiont is as much a part of me as my hand or my brain or my heart. I trust you Mr. Stark as much as anyone in the world, but you don't trust me at all."

"You really think I give multimillion dollar, crime fighting suits with an instant kill setting to people I don't trust? It's fair to say I'm more skeptical of your roommate, but I'm trying here," Tony said. "Bruce called you my protégé, but I don't much feel like your mentor on days like today. I feel like the man who is going to have to tell your Aunt May how you got killed or maimed or driven insane by a random alien parasite. I'll admit that there were failures on both sides when things went sideways with Toomes. I've tried to be a better mentor. Do you want help and guidance or do you want me to leave you to it?"

Peter's shoulders slumped and he folded his arms so that he was basically hugging himself, the posture and pose making him seem smaller, like he was folding in on himself. "It wasn't ever your job to be my mentor or my benefactor or anything really, but you've done right by me, especially with the whole Cuddles thing. But sir, when someone's life is at stake, particularly family—say what you want, that little blue egg might as well have been Aunt May as far as Cuddles is concerned—I won't be shut down or locked out. This wasn't about disrespecting you or the things you've done for me. I'd like to find a way to compromise and work together in those moments when I'm not willing to take leave-it-alone for an answer."

Compromise wasn't a concept Tony had often had to embrace in his life. Born into the type of intelligence and financial privilege that guaranteed he would never have to defer to anyone or anything, he had learned to be decisive, in his own way dictatorial. Dictatorial didn't work well with teenage superheroes, even before they bonded with reckless alien symbionts. "All right, you speak up when it's time to compromise and I'll try, but you have to actually speak up. Don't try to say you argued for the chance to continue searching for the symbiont. You lied to me, said you agreed to leave it alone and did what you wanted."

"You're not wrong." Peter winced, then laughed. "Ever had a symbiont tell you, I told you so? For the record, Cuddles never approved of doing this under the radar. I insisted it was simpler to ask forgiveness after everything had worked out. You know?"

"Is it really simpler?" Tony asked. "Really? Apparently, sometimes the goo-monster is right. Okay then, next week instead of three nights patrolling, you're going to come upstate for superhero detention with me and Bruce. We've been working on a long project that we'll be finishing soon. You can bring us coffee and carry our spreadsheets around instead of getting into trouble."

Peter's eyes got big and he nodded tentatively. Dr. Banner was working on the Benham Street anomaly pretty much exclusively. Mr. Stark wasn't punishing him for his disobedience, not really. He was compromising already without even being asked, letting Peter have a view of the anomaly that had changed his life less than a year ago. "May might not consider that sufficient punishment for what I did here."

"This happened in tights. Your aunt and I came to the decision a while back that I'd handle the superhero issues that came up and she'd handle the regular teenage drama. We thought it would be less confusing. I'll let you explain to May how you got spider-detention," Tony said. "Now, how exactly do you plan to get home before curfew from here anyway?"

"Crap." Peter jumped up and pulled his mask back on. "I'm going to miss my train if I don't hurry."

"You ride the train in that get up?" Tony asked.

"Sort of." Peter swung away, not lingering to discuss the logistics of him using his sticky limbs to cling to a moving train. Mr. Stark probably wouldn't approve and he didn't have time to hash out a compromise if he was going to avoid a curfew violation on top of everything.

* * *

There wasn't any warning.

Peter went to sleep after a long day of school followed by an afternoon in detention upstate, doing menial tasks, but also getting to watch two of the world's most brilliant men manipulate a real, functional wormhole; he woke up in another world. A hundred thousand voices united as one were inside his mind, pinning him in place. He could still feel Cuddles, also immobile and confused.

The other voices, the other minds, rustled through his brain, gently reviewing him, his memories and emotions, everything that made him Peter and Spider-Man and Cuddles too. He tried to resist the invasion, but his mind was too small and weak, an insignificant drop in an immense ocean. When there was nothing left to learn, no other gray matter to parse, the massive mind withdrew, all except a single matched pair of entities.

Peter and Cuddles were free and in a moment, they were one, like they hadn't been since Xavier first taught them to come apart. As one they could fight best, and they dropped into an aggressive crouch, claws and fangs growing on their mental projection until they appeared like nothing close to human.

The other pair didn't bother to arm themselves, an alien, humanoid if not human, stood back and watched them, a symbiont draped in liquid cords around its body.

"Hello, young one. What a marvelous accident you are."


	15. Interlude - The Nanny

**Interlude — The Nanny**

Zero, a woman with dramatic pink skin and warm brown eyes traveled deep space, her only companion a symbiont she had helped name Root when they were both much younger. Of course, she and Root were never really alone, not at this phase in their bond. Thousands of other Klyntar lurked just a thought away if they needed help or information or just a word of consolation. Still mostly independent, their ability to push the collective mind back a step made them naturals for their current role, nursery workers.

Those who operated outside the insulated world of the Klyntar would be hard pressed to understand the continuum of their lives from solitary slumbering infants waiting for their hosts, to functional pairs crisscrossing the galaxy, to elder ascendants—the collective mind of thousands that oversaw their race's past and future with the wisdom only a true hive mind could wield.

The race of Zero's birth had been Krylorian but like so many before her, she had petitioned to join the Klyntar and after years of careful training they had accepted her. The partnership she forged with the symbiont they had given her began unequal from the beginning. An adult caring for a child, Zero taught it to live as a Krylorian and together they returned to her birth civilization. Among the Krylorians, their first life had been full of adventure and travel and even love.

For a brief moment, the horizon between lives, Zero and her symbiont partner Root were equal entities and then the balance between them shifted as it was meant to. The call of the hive mind intruded on their dreams, calling them home to serve the race of Root's birth and Zero's choice.

They left the life they had built and started anew as caretakers to the delicate empathetic children who could not safely live near the hive mind that would inadvertently crush their nascent individuality. Moving from cache to cache, they inspected the structures and ensured the children's wellbeing.

In the decades they had held their position among the eggs, there had been crises and even the rare tragedy where a child was wounded or woken early. Zero and Root had never actually lost an egg, not for long anyway. The infant symbionts were tough and could survive almost anything, even the frozen vacuum of space.

A nursery nestled in a quiet corner of deep space wouldn't make sense for most races, but it was the safest place for the Klyntar's children. The greatest risk they would face in their lives would be early exposure to an untrained, incompatible host, and it was hard to stumble across a host when you were a few million clicks from the nearest civilization.

"It looks like the cradle took some damage since our last visit," Zero said. She could feel Root scanning the children for distress even as she looked up the specifications for this particular nest. A side effect of being a race that required hosts for survival was that they tended to accumulate tech from widely varied civilizations. "It's a Xandarian model. Even damaged, we should be able to auto-dock."

She didn't ask how the children were. Root had made her findings clear as they came to her. The children were not roused, but they weren't completely dormant either. Anything close to an unbonded, semi-suitable host would awaken them in their current state. More concerning than the agitated state of the symbionts they could feel, was the head count. They were missing three children.

Once they were docked and on board, Zero interfaced with the primary computer to find out what had happened and where the three missing children had been lost to. An extension of her, Root snaked out to physically and mentally touch each egg, to soothe them back to true dormancy.

"Ah, ten fiery tons of feces, that is not good," Zero said. "An asteroid got through the aft deflector and caused enough structural damage that the computer cycled into an emergency evacuation protocol from when it was configured for Xandarian passengers. It found the closest world that could support Xandarian life and opened a gate, a fully stabilized wormhole."

Zero sighed and reached out to the hive mind to report and receive guidance. Krylorians as a species were known best for their technology, but she had never excelled at science or engineering. Root's line hadn't often bonded with individuals that had such skills either. Her artsy leanings and her symbiont's skills at protection were not going to help them navigate a wormhole or retrieve the eggs they seemed to have lost to one. It was very good that they weren't alone in the endeavor.

It didn't take the collective mind long to identify the best path forward. It was a small miracle that the wormhole had not degenerated in either an explosive or implosive manner after being left active for so long. Getting the children out of the bomb that used to be their safe cradle would be goal one, and Root was already packing them for travel.

The work was too delicate to try and generate more than one avatar to speed the process. Zero came to Root's side and started carrying the children to their ship only after she had gentled them back to complete dormancy. It was a slow, steady process but they moved through it systematically until the ship's cargo bay was overflowing with shining little lives. Zero programmed the ship to travel back to the last nest they had visited where it would be met by more carers.

Backup had already been dispatched to their location as well, but the collective had not yet decided whether they should wait for help or scout the other side of the wormhole. There was evidence that a civilization was waiting on the other side. Small drones still hummed in the air, possibly reporting back to whomever had taken their children.

It might seem a silly deliberation, sit on a bomb and wait for backup or go ahead and look for the children, but three corrupted symbionts together would be a tiny hive mind, infinitely more dangerous than one or even two symbionts driven insane. Zero and Root would be risking their own minds to venture into that situation. Yes, they would have the protection of the Klyntar hive, but distant minds were poor shields against minds in immediate proximity. It would be safer to wait and proceed as a team of three or more.

Zero didn't want to wait and neither did Root. These children were their responsibility. Those three lost children might be lost for a very long time if the wormhole collapsed before they explored it. A poor bond and corruption were salvageable, but the odds of saving a symbiont lost to that dropped dramatically the longer the corruption persisted. Even if they passed through the wormhole and were pulled into insanity by the children, their connection to the hive mind would be a beacon. They would be found and all of them would have a chance to survive eventually. It was a risk they were prepared to take.

She could feel the different factions in the mind debating and she could feel their decision when it came. They could go if they wished. The hive mind would go with them and try to protect them as best it could.

There was a small chance that the symbionts were still dormant, or that they had not all awoken, an even smaller chance that one or more of them had held onto their sanity with an untrained but compatible host.

Root swelled around her as armor, first colored a more muted shade of pink than her skin, abruptly transitioning to camouflage, a shifting pallet and texture than made them almost invisible.

Zero stepped to the wormhole, her friend wrapped protectively around her body and the hive wrapped around her mind. She stepped through into another world, prepared to find almost anything.

Improbably enough, shinning among a world with more than a billion minds, she found Peter and Cuddles. Using her as a conduit, the hive mind explored the human being that seemed to have successfully bonded with one of their missing children. Enough information that it should have taken ten lifetimes to digest was parsed in a matter of minutes and the hive mind withdrew before it caused any permanent harm to the young ones. Zero was left with a working knowledge of one of the local dialects and a simple mission. Collect the children and get them home.

All of them.


	16. Reflection

**Chapter 15 – Reflection**

The day started normally enough. May got home from work just before sunrise since they still had her on third shift. Instead of showering and going to bed she stayed up and fixed breakfast. She kept an eye on the clock and when Peter didn't come out by half past seven, she pounded on his door and issued his first wake up call. "Unless you've decided to retake junior year like the principal encouraged you to, then you need to get a move on mister." When that didn't get a response, May frowned and knocked again. "Peter?"

The door swung open on an uncommonly neat room. The bed was made; books were shelved. Even the confusing jungle of wires, motherboards, and open tech cases had been brought to order. Peter's room hadn't been this pristine since he moved into it. May felt her heart speed up. She went straight to Peter's closet to look for the suit.

Stark had grounded Peter and he shouldn't have been patrolling last night. If Peter went on a late night or early morning patrol without permission, it wasn't the end of the world. Except even if he had stayed out late, that didn't explain the eerily clean room. The suit was in the case where they had agreed it would live when not in use, right where it belonged. Of course, these days Peter could generate a suit by just asking Cuddles to shift.

May pulled out her phone and dialed Peter. "Pick up." The phone started ringing in the apartment. She followed the sound to the bathroom and she found Peter in the shower. At least she thought it was Peter. She could see his outline, curled into a tight ball, head on knees and arms wrapped around his legs. More like a statue than a living person, he was encased in a thick layer of black symbiont. May hesitated, "Peter, can you hear me?"

It wasn't hard to decide her next step. She called Stark then Happy, leaving slightly hysterical voicemails as she went. May sat on the toilet and tried to muster the courage to attempt talking to the other entity in the room. Peter hadn't moved or spoken, but the symbiont didn't often use words and it might be able to at least tell her what was going on. Touching the symbiont was still scary to her, especially with Peter unresponsive and encased inside it. Xavier and Peter had said the symbiont was benign, and she believed that. That thick layer of symbiont over her nephew wasn't trapping him, May thought firmly, it's protecting him. Marshaling her courage, May reached out.

Laying a hand on the symbiont wasn't like the time at Xavier's school. The skin was hard now, like metal but still warm. It took a few seconds but a wave of very nearly overwhelming relief washed over her. Cuddles was glad to feel her. Speaking in concepts, images and emotions, it tried to bring May up to speed.

For some reason he started months in the past. He showed her his and Peter's imprisonment at the Avenger's compound from his perspective, thrusting the toxic miasma of emotions from that time at her, love of Peter to fear for Peter to hate of Cuddles. A dark time in which Peter and Cuddles had almost joined in hating themselves it was so overwhelming.

We don't feel that way anymore, May tried to say, but Cuddles had already flipped the scene. It wasn't May and Tony hating Cuddles and fearing for Peter. A hundred thousand symbionts were afraid for Cuddles and despaired of Peter's ability to be his host. They wanted to take them, to study them and if Peter was not sufficient host in their eyes, to separate them.

It was what she had wanted from the moment she knew about the symbiont, to have Peter free of it, but there were terrifying layers to the freedom Cuddles hinted at. She wouldn't have batted an eye at killing the symbiont to save Peter. The symbiont wasn't really a person to her back then. Untrained and unchosen, Peter wasn't really a person to these symbionts. He had no real value to them and saving his life while saving Cuddles would not be their priority.

"Why are you pulling a turtle then?" May asked. "Hiding under a shell isn't going to keep you and Peter safe."

A pink woman and her symbiont stepped forward from Cuddles' memories. She had done something to Peter and by extension Cuddles, forcing a form of dormancy that they had been trying to fight their way free of. They had managed a confused dream-walking awareness in which they had cleaned Peter's room, finished his homework and started to get ready for school before slipping back completely under.

May's touch was a lifeline to the world, anchoring Cuddles to awareness and he was trying his hardest to pull Peter out of his mind to join them.

"How can I help?" May asked. Even though he didn't say it with words, she knew what Cuddles meant when he gently squeezed her fingers. "I won't let go."

Using her other hand, May texted Stark. _Call me! Peter is in trouble!_

* * *

Tinkering in his lab, Tony wasn't actually ignoring May Parker's calls or texts. Rather he was postponing their conversation until he found out why Peter had skipped out on school and come to see him. F.R.I.D.A.Y. had notified him of his early morning visitor as he made his way through the security check points to get to the lab. He pretended not to be paying any attention when Peter stepped through the glass doors and into the room.

"Mr. Stark?" Peter said.

First looking at his wrist watch, Tony turned to Peter and frowned. "Shouldn't you be in school right now? I'm fairly certain I have a couple of voicemails from your aunt and a text message too. What's going on? Your aunt's text says you're in trouble. You want to tell me what the mitigating circumstances for this particular act of defiance are before I call her back?"

"I need to see the symbionts. It's important. Please." Peter stood with his shoulders back, his expression serious. A kid who never seemed to be still, didn't fidget at all after that statement. "Please, Mr. Stark. They won't let me into that section of the complex without you or your explicit permission and I need to see them. You told me we could compromise if it was something I really needed."

"No, not today." Tony couldn't have explained how he knew that something was very wrong with the Peter standing in front of him, but he tapped the closest keyboard to ready an Ironman suit.

"We didn't have to do this the hard way. We still don't." Peter stopped being Peter then, melting into a pink skinned woman, a hair taller than the boy she had just been emulating. "Give us the symbionts. They are our children. We have come to take them home."

"You want the two symbionts in my lab? I'm willing to discuss it, but first let's talk about your impersonation of my intern. You were nearly perfect. Is Peter okay?" Tony asked, moving surreptitiously toward the suit that was waiting for him.

"I haven't harmed him or his symbiont. Two active Klyntar symbionts with hosts on the same planet, our minds were bound to enter some level of union. It's how the symbiont mind works. He is safely out of this. I saw to that." Zero smiled and lifted her hands in a gesture of surrender. "I just want our children, to take them home. I don't know why you're creeping to your weapon."

"You said you have a symbiont. In my experience, symbionts are weapons on one level or another. For the record, I'm more open to doing things the easy way, without suits and weapons ready, when an alien doesn't start the conversation trying to trick me." Tony stepped into his armor, immediately more secure. "F.R.I.D.A.Y. call May Parker. Give me a GPS on Peter and activate the biometric scanner in his wrist monitor."

"Thank God." May's voice spilled into his suit, slightly breathless, as other data scrolled through his heads up display. Peter was home in Queens, and his vitals were dangerously low. "There is another symbiont and host. It's pink and it did something to Peter. He's unconscious, dormant according to Cuddles. It wants the symbionts back, but we cannot let it take Peter. Are you there, Tony?"

"It's okay, May. I've got this. Just stay there with Peter. The symbiont and host are here. I'm going to negotiate." Tony ended the call, giving his full attention to the alien in front of him. "You say you want to do this the easy way. You know my name. Why don't we start with yours?"

"You couldn't pronounce my name, but it translates roughly to Zero and you can call my symbiont Root. Will you take us to the children or will you make us fight our way there?" In response to Tony donning his armor, the symbiont had rushed over its host concealing her bright pink skin with pale pink tinted symbiont.

"You see, negotiations start better with a little courtesy, a little honesty," Tony said.

"I've seen how you respond to honesty from an alien, from a parasite as you like to call the symbionts you've encountered. You tortured the white symbiont. You would have killed it if you could, and poor young Cuddles. I have never seen a symbiont so tied in knots by the conflicted emotions of the race around it. He was all but suicidal in your care. Forgive me if I don't trust you, Mr. Stark. The only reason I don't attack you as an enemy of my race is Peter's testimony on your behalf." Zero smiled again, this time with Root's face and an impressive array of teeth. "You acted to save human lives and a human child, so I forgive your crimes against my children. You didn't understand what they were or how to help them, but if you hinder me now, you will force me to destroy you. Every sentient life I am forced to end to save my children would grieve me, but understand this—I would burn this world before letting any further harm come to them."

"I'm actually not an easy guy to destroy, but that aside," Tony said. "You want the two symbionts in containment in my lab. Do you have an exit strategy that won't see them bonded to the first human being that crosses your path? How exactly do you plan to get them home? They're dangerous. You can't expect me to just hand them over to the first symbiont and host that asks for them."

"I can gentle them back to true dormancy for travel. The wormhole that landed them here will see us home and we will end the wormhole immediately after returning through it. It is a tidy solution to a problem that you've no answers for."

If symbionts weren't empathetic, Tony might have tried bluffing, but he couldn't be sure his emotions wouldn't give him away, so he went with the truth. "I would need to escort you and the two symbionts to the wormhole, but you're not wrong, I'll be glad to be shut of them. To be clear, Peter stays here. It's nonnegotiable. If you try to take him with you, I guess we'll have to see if you're able to make good on your burning and destroying threats."

"I accept your offer. Please escort me to the unbound symbionts so that I can see to them." The armor of her symbiont morphed, so that instead of a ferocious maw, Zero's face emerged. "I'm very glad we could do this the easy way."

Tony was glad his shocked expression at her easy acceptance was hidden behind a mask, though the empath probably got the emotional sense of it. "And the dormancy mojo you worked on Peter and Cuddles?" Tony asked. He could see the biometric monitor reporting increased vitals before Zero could answer.

"Already undone."

* * *

The hard surface softened, and Peter unfolded out of Cuddles shell in a boneless heap. Despite herself, May yelped when Cuddles morphed under her hand, but Peter was already blinking at her before she had even tried to rouse him. "Peter, can you hear me?"

"May? Why am I in the bath tub?" Peter let May help him into a sitting position while his mind slowly came online. "I feel weird."

"You don't remember what happened? Weird how?" May asked.

It was obvious, the moment that Peter's last memories came back. His eyes widened and his grip on the tub went from tight to cracked porcelain. "There's another symbiont and host. Oh God, May I've got to stop it."

Peter came to his feet in a rush and stumbled out of the bathroom, headed straight for his closet and unless May missed her guess, his spider-suit. "Hold up," May commanded. "This other symbiont and its host, put you into a strange alien coma. You aren't putting on the suit and swinging off a building right now. What if she puts you under mid swing? How do you plan to help anyone deal with an alien force that can turn off your mind? Be reasonable."

Peter already had his spider-suit on and mask in hand. He turned to May and hugged her tight. "I'm so sorry, but if Zero and Root, go back with only two of the symbionts, there will be a war. May they're more powerful than you can imagine. The human beings and symbionts that would be hurt or killed if that happens, we can't be responsible for that. We can stop it if we just go with her. It's not even forever. They just want to make sure I'm a strong enough host for Cuddles and then they'll let me come home."

"No, absolutely not." May resisted ending the hug, literally holding Peter to her rather than let him swing out the window and possibly off the planet. "It is not your job to protect the planet. Stark is handling it. Let him handle it."

Pulling free from May's arms wasn't physically difficult, but it was the hardest thing Peter had ever had to do. He was breaking his word to her, breaking her heart and he didn't see another way forward so he kept going. Ignoring her pleas and her tears, Peter pulled on his mask and leapt out the window.

* * *

It had been mildly disconcerting watching Zero work with the two symbionts. The blue symbiont had taken little more than a touch to quiet before she folded it seamlessly into the flesh of her own symbiont. The white had been more of a challenge, resistant to her every attempt to quiet it, she had finally returned it to its containment jar and folded the entire structure into her apparently bottomless pockets of tissue.

Still kitted out in his Ironman suit, Tony waited for the Pink alien to regain her feet. "All right then. By air or by land, how do you propose we get you and your kids back to the wormhole?" Tony asked.

Zero strode past him, activating some alien power that pulled him in her current, like a moth into a jet stream. "A fold is easiest for short distances."

"Boss, we were just displaced over one hundred miles south. The wormhole on Benham is to your right," F.R.I.D.A.Y. announced.

"I noticed, thanks." Tony just refrained from pointing a blaster at the smiling alien. "If you can jump through space like that, I have a hard time understanding why you bothered with trying to fake me out or asking permission to enter my lab."

"I can't fold somewhere I haven't been before and placed an anchor," Zero explained offhandedly. "The wormhole will be coming down in approximately ten minutes after we pass through. Tell Peter, either way, I'll be seeing him soon."

Zero didn't give Tony a chance to question her farewell comment, vanishing into the invisible anomaly that started the whole sticky, complicated symbiont mess. All of Peter Parker's trackers were headed his way, so Tony could guess what she meant. If she thought he was going to let her lure Peter through after her like a fish on a line, Zero had drastically underestimated him.

"F.R.I.D.A.Y. patch me through to the spider-suit. Peter, turn it around and head home. The symbionts are all gone and the wormhole is closing. You aren't needed for backup. Acknowledge." Tony positioned himself to repel Peter if he tried to get through to the wormhole. Who knew what the older host and symbiont had put in Peter's head to get him here?

Peter flipped through the air, impossibly graceful and limber. He landed in front of Tony, crouched and ready to dash. "Mr. Stark there isn't a lot of time to discuss this, but I have to go after them. If Zero doesn't come back with all three symbionts, particularly Cuddles, bad things will happen. Up until now it's been accidents and ignorance to explain everything that the Klyntar would consider a crime against them. Withholding the black symbiont would be an act of war."

"Zero and Root, they agreed to let you stay," Tony said. "I negotiated the situation. They get their two unbonded symbionts and we get you, classic old school custody agreement."

"No, she left it in my hands. Zero and Root don't have the fire power to bring in a black symbiont, seven months old or not. She's just a nanny. Temporarily putting us to sleep was the best she could manage and we almost threw that off without her releasing it. The black symbionts are rare and powerful and important to them. If I don't follow her, Mr. Stark, it will be war with an enemy way more dangerous than the Chitauri or Ultron." Peter drew himself up to his full, if not terribly impressive, height. "It's not forever. They just want to make sure my mind is up to the strain this bond is going to put it under long term and if it isn't, then it's better that they get us separated in a controlled environment instead of letting me lose my mind slowly here on Earth alone where I might kill a bunch of innocent people in the process."

"Well shit," Tony said. It was hard to argue with the kid's logic, and getting him separated from the rare and special symbiont would almost be worth letting the pink lady get her way. "F.R.I.D.A.Y. I need you to roll with extended absence protocol eight. Get the powers of attorney filed. Tell Pepper, sorry. Ask her to read May in on exactly what went down here."

"Mr. Stark, what are you doing?" Peter asked.

"We need to get moving. I don't want to be part way through when the wormhole comes down." When Peter didn't immediately move, Tony shook his head. "Did you think I was going to let you face this alone? Your aunt still has to file you as an unaccompanied minor to put you on a plane to Jersey by yourself. I'm not sending you alone to unknown corners of the galaxy."

"You don't have to do this."

Tony flipped his face plate up so that Peter could maybe see and his symbiont would have an easier time feeling how wrong that statement was. "If you have to do this, then this is how it's happening. Move kid, before the wormhole closes and we get to fight that war you were just worrying about."

On a crisp cool morning in February, Tony Stark and Peter Parker vanished into the Benham Street anomaly. Moments later the wormhole closed without a sound or sight to signal its passing.

Right about that time, Bruce Banner opened a new email from his old pal Tony with the subject title protocol eight. He cursed under his breath. "That son of a bitch, what part of I'm not an Avenger did you not understand?"


	17. Progenitor

**Chapter 16 – Progenitor**

It wasn't Tony's first time imprisoned behind enemy lines. Granted a Klyntar spaceship wasn't exactly the old cave in Afghanistan. He had two high tech suits, a dozen drones and enough firepower to blow a small country to smithereens. Even with his improved equipment, the trap here was far more difficult to slip than the one he faced back on Earth. He couldn't just rig a better suit to fly out of this situation, and firepower became useless when you were barreling through deep space without any frame of reference for home. Even if he had a map to home and a ready spaceship, Peter needed to be here, to come to terms with the race that spawned the symbiont in his head so that he could continue with his life relatively peacefully.

As little as it suited him, Tony had to accept Zero's word and wait for the situation to develop.

He didn't even have his plucky sidekick to bounce ideas and theories off. Before the rescue ship ever arrived, Zero had worked her dormancy mojo on Peter and Cuddles, ostensibly for their protection. When the self-proclaimed expert informed you that exposure to too many symbionts at his young age could wreck Peter and Cuddles' brain and bond, corrupting them, you couldn't challenge the claim and risk driving the kids insane.

It would have been interesting to hear Peter's take on the other symbionts and hosts when they had arrived. Unlike Zero, who could very nearly pass for human, these aliens were more diverse; the most strange looked like nothing more than a cephalopod in armor. None of them made any effort to communicate with him, and Zero had explained eventually that she was the only one with a working knowledge of English, courtesy of her earlier trip through Peter's mind. The others could learn fairly quickly from her if they chose, but none had been interested in acquiring what was fundamentally frivolous information.

Taking a serving of the oddly colored cubes Zero had given him for food, Tony settled next to his dormant spider-kid. Curled into a tight ball and encased in a thick, hard layer of symbiont, Peter wasn't much company at the moment. Tony nibbled the corner off a green cube and winced. "It's lucky you're sleeping through this trip. Your symbiont friends aren't very good cooks or conversationalists."

His Ironman suit stood sentry over Peter, open and ready for Tony to return at a moment's notice. The suit produced a steady stream of music from one of his many playlists. Tony made himself finish a pair of the food cubes, then using the few rudimentary tools he kept in his wallet, he went back to the project he had been fiddling with. One of the drones that had vanished through the wormhole months earlier was broken to bits in front of him. "At Stark Industries, when we build a drone, we build it to last. You break it down and free the battery then you've got a solid power source to whatever you want to make of it."

Tony lectured conversationally to Peter as though he could hear him while he reassembled the drone into a new configuration. He realized that his lecture had drawn an audience when he was nearly done with the shiny new toy in front of him. Three of the symbionts and their hosts crowded the door. A short furry one stood just ahead of Zero. The one that looked like an overgrown squid walking around on land had a giant round eye facing him at rapt attention. "Hey squishy, fuzzy, Zero, do we have a problem?"

The aliens scattered, leaving only Zero. "Your talking is a distraction. It stimulates Cuddles and Peter and the others have never met an active black symbiont. They're curious and honestly, a bit covetous."

"Right, rare and powerful you said." Tony tightened the last screw on his device and set it on the floor where it hovered, nearly silently before starting to scan the area systematically. "You ready to discuss what happens next or is this just another social visit?"

"The Klyntar at home have come to a decision. Your coming along was not planned and it made this retrieval more complicated than it needed to be. Without explaining the politics and the treaties involved, we've decided to report the entire incident to the galactic council, a law keeping organization that we hold a seat with. No one can accuse us of breaking treaty if we allow the council to decide wrongdoing in your displacement from Earth." Zero came fully into the room and leaned against a wall. "I assume you have questions."

"Didn't you threaten to burn my world if I didn't hand over your children, but my chaperoning Peter here may cause a political incident for you?" Tony asked.

"I got the children off your world. I may have bluffed a bit to do it. We would fight for them, but it would have been a painfully slow political process to get permission, and it wouldn't be me or Klyntar like me on the front line." Zero gestured to a small round window in the wall. "We are approaching an outpost where everyone but myself and Peter will be getting off. I'll be able to wake him back up so he can prepare himself to meet his examiner. I'd like to leave you at the outpost as well. It would be safer for you."

Hearing that these aliens had their own political and bureaucratic quagmires almost made Tony smile. Instead he just shook his head. "I go where Peter goes, or didn't I make myself clear?"

"You have been very clear. When you find yourself face to face with one of the most powerful biological forces in the galaxy, remember that I gave you the option to protect yourself." Zero brought her hands together in a complicated gesture that Tony had come to realize was some form of goodbye and possibly fuck you rolled into a twist of fingers.

* * *

After his second experience with dormancy, Peter could officially say he didn't enjoy the process. It wasn't quite sleep; he and Cuddles were vaguely aware of their immediate vicinity but weren't able to quite make sense of anything around them. There were long stretches of dreams, often disquieting, filled with distorted people from his life. When the dormancy finally ended, it pulled Peter from a particularly strange dream in which his robotics instructor had been replaced by Mr. Stark who wanted them all to build their own arc reactors and install them inside each other's chests.

"Oh wow." Peter blinked his vision clear to Tony and Zero standing over him. An expression of blissful wonder spread over his face. "It's so quiet."

From the moment he had bonded with Cuddles, his acute senses had ramped up another notch and he had gained a new sense altogether. The empathy had been a constant roar in his head, ever present humanity with an insane Siren symbiont like a screaming cherry on top. His experience tuning out his other senses had helped him not get lost in the cacophony, to dial it down and back. Xavier had helped him refine the skill. He had been getting by on Earth, managing the feedback. Even on the station before Zero had rendered him dormant there had been approaching symbionts and hosts and the unbonded children symbionts. Out here in deep space there was only Mr. Stark, Zero and Root, and they were so self-contained as to be negligible.

Tony frowned at Peter's statement since his suit was playing an old Van Halen song and it wasn't especially quiet by his standards. "Can you hear me?"

"Yeah, Mr. Stark, it's just the empathy thing." Peter sucked in a deep breath and rolled up to a sitting position. "I didn't realize how loud it was at home until being out here with so much silence. It's heaven."

"It's a miracle that you aren't insane," Zero said. "When a new host is chosen, a nursery worker takes them and their symbiont into deep space just far enough that when their bond forms they won't be inundated with the noise of other minds and emotions and only after they are steady in their bond do we allow them to return to society. It's safer, but we still have bad matches sometimes."

"Like the Siren symbiont," Tony said, frowning.

"Not usually so dramatic, but yes, like the white symbiont. We may yet save her. Corruption can sometimes be purged." Zero settled into an effortless, folded-leg position on the floor not far from Peter. Her symbiont, Root, formed an avatar around her shoulders, sinuous and ropy like a snake. "There is a lot you should have learned if you had studied to be a host, history and bonding strategies, methods of dealing with the changes in your mind and body that the symbiont will bring. You have coped remarkably well. Whatever the examiner decides, you should be proud of what you achieved."

"What will the examiner test?" Peter asked. "Can I study, prepare myself?"

"I don't know. We are in uncharted territory. The hive mind has left this up to Greer. We only ever keep one black symbiont awake at a time and Greer is the current one. He is extremely old, so old that his host has all but faded to nonexistence. He will evaluate you and decide if you can be allowed to remain bonded."

"What happens if he decides that they have to be separated," Tony asked. "The best experts on Earth were of the opinion that separating Peter and Cuddles would be intensely harmful to both of them. Will they be okay?"

Zero closed her eyes for a long moment then nodded. "It will be okay. Greer can safely return Cuddles to his egg form because he is his progenitor."

"And Peter will be fine," Tony pressed.

"I don't know," Zero said.

"See, I don't like that answer." Tony paced over to his Ironman suit, tempted to veto this whole experiment, to take Peter and flee while they still had some control of the situation.

"Mr. Stark, it doesn't matter if it's a risk. We have to do this. You saw what happened to the white symbiont. I don't want to be a monster and neither does Cuddles." Peter didn't say the truth that his empathy had left him certain of. Zero had lied when she said she didn't know what would happen to him if Greer decided to separate them, and there was only one reason to not tell the truth—he was probably going to die.

Tony let his suit continue singing rock and roll and didn't climb in. Over his shoulder, he addressed Zero. "Back on Earth you promised to destroy me to save your children to burn my world. It was a good bluff. You got what you wanted. I've got a promise for you. If anything bad happens to Peter, I'll make sure you're one of the people who pays for it. Check your empathy. Am I bluffing?"

* * *

The moon they had landed on was small with weak gravity, less than half that of Earth. Mossy orange lichens covered the soil as far as Peter could see while a golden planet covered with a swirling red atmosphere filled the sky.

Peter shed his spider-suit and his various technologies, phones and trackers, in preparation to meet his examiner. Wearing nothing but his own skin and Cuddles armor, Peter felt so light like they could almost fly. Tony wasn't happy to see Peter shed the tech, even less happy when he refused to let him come out to meet the symbiont who would serve as his examiner. In the end they compromised. Peter let a drone follow him and Tony stayed at the ship with Zero.

Peter walked forward, Cuddles covering him like a second skin, not emulating the spider-suit today instead showing his own color, inky black with wide white eyes. They could feel their examiner, Greer, a massive ball of tension extending toward the horizon.

Wavering between pride and terror, Cuddles covered Peter in his best armor. Certain that they were an exceptional, undeniable pair, Cuddles tried not to doubt that the other black symbiont would see them as such. What if Cuddles couldn't protect his host? What if he lost Peter?

One moment they were walking toward Greer and then he was upon them, not a wise old symbiont with a mind to talk, but a black behemoth snarling to fight. The bland, flat landscape wasn't exactly their choice in fighting arenas, but Peter and Cuddles took off, staying small and using webbing to hinder their larger opponent. Peter did his best to keep moving and away from the many cudgeling appendages coming at them from every direction but eventually one caught them and with that one blow the battle ended.

A thousand volts to their bond, the old symbiont shocked them. Cuddles was no longer covering Peter, protecting him. The symbiont slid off him, an inert black puddle. The other symbiont, impossibly old and dense, elbowed its way into Peter's mind into the void left by Cuddles. For a long moment, Peter was bonded to a fully awakened black symbiont, carrying the burden of two hundred generations of history, going all the way back before the symbionts discovered society and sanity, when they embodied nothing beyond hunger and death and power. He screamed, his young, unprepared mind beginning to crack under the strain.

It would not have been hard to crumble Peter to dust, but Greer withdrew, taking his memories and erasing their ghosts from the small human's mind. Gasping and terrified, Peter buried his hands in Cuddles, trying to wake his friend and partner. He wouldn't survive another incursion from Greer.

The old symbiont shrank down until he was just a humanoid thing, reptilian and yellow-eyed. With a sob of relief, Peter wasn't alone any longer. Cuddles gently flowed up his arms, covering him again. This would be the end. They had failed. Peter had been unable to bear the strain of the fully awakened symbiont.

He webbed Mr. Stark's drone, determined that he not have to watch Peter die.

The old black symbiont reached out its hand and caressed Peter and Cuddles' cheek. Greer hadn't attacked to kill but to test. He hadn't wanted to destroy Peter but to see if his mind could be stretched and grown. With an ache that felt like it was coming from his own heart, Peter knew that the old symbiont was in pain, that it was tired and lonely, bereaved for its host.

Greer entered their mind gently this time, the symbiont showed Peter and Cuddles the memory of his host, the mind that once animated the reptilian face that Greer still wore in his grief. He showed them the feel and strength of their bond, how it had grown and changed, how they had borne the genetic memories and abilities as they awakened a layer at a time. He showed them how to survive the road they would walk together and when he was finished, Greer crumbled, no longer a symbiont without a host.

He died.


	18. Epilogue

**End Note:** I have had so much fun writing and posting this story. It's a little rough around the edges and you can tell it wasn't beta read, but I'm proud of it anyway. The community here was so interactive and thoughtful with the comments throughout that I know it improved the quality of the story. You all made me think about things from different directions that I might not have otherwise. So thanks for all the comments and questions and passionate reactions.

It is against the terms of service on this site to post an appendix, but there will be an appendix produced and put at the end of the AO3 copy of the story, mainly to discuss the Klyntar in more depth. If you really want a copy of the text of the appendix. PM me and I'm happy to send it to you.

Also, it would surprise me greatly if I didn't write in this universe again. There are a wealth of possible oneshots though I have no bunny for a full on multi-chartered sequel at this time.

Thanks for reading along!

 **Epilogue**

Inside the Avengers compound in a familiar war room, an oblong table was still woefully understaffed. Tony Stark slouched low at the head of the table, his sunglasses in place, ensuring that the virtual conference members wouldn't be sure if he was actually conscious. He let them discuss the now defunct Sokovia Accords that had been struck down by legal challenge in all but two of the member nations. Tony sat up straighter and raised a hand, waving it back and forth until the virtual conference members noticed and stopped chattering. "Gentlemen, ladies, forgive me for interrupting, but I'd like to make a motion."

"I wasn't entirely sure you were awake, so why not," Secretary Ross commented from his video screen.

"Considering that the document that formed this committee was nullified by the U.S. Supreme Court, I move that we disband immediately. Call me when we pass new legislation or sign a new treaty that requires that I sit through more meetings." Stark's hand hovered over the disconnect button.

"You baffle me, Mr. Stark. You supported the Sokovia Accords from the beginning," Ross said. "As soon as they are in practice you obfuscate every issue. You don't know where the fugitive Avengers are though they escaped from lockdown with a set of security codes that should have been impossible for them to have. Of course you executed the mutated cannibal monster, but you never produced a corpse for the CDC to study. The anomaly on Benham Street was 'handled' but never actually explained."

"That sounds terrible. I suppose when you fill out my end of year evaluation, you'll have to mark me as unsatisfactory?" Tony disconnected the conference call.

Once he was behind closed doors and beyond the possibility of any prying eyes, he took off his glasses, his sports coat and clicked off a complex device about the size of a quarter that had been projecting a holographic disguise. Like flipping a light switch, Tony Stark became Bruce Banner. "F.R.I.D.A.Y. how is our project coming?" he asked, the vocoder still transforming his voice to Tony's. He scratched that device loose from his throat and coughed a couple of times. "Better."

"All projects have been suspended, Dr. Banner until Mr. Stark can be brought up to speed."

Bruce stumbled and turned a slow circle. "Tony is back? Seriously? Thank God. Where is he?"

"Mr. Stark is in the living quarters, having a meal. He is expecting you."

Rather than wait for the elevator, Bruce took the stairs. Tony Stark, prodigal billionaire, was seated at the table with an impressive spread of food, chicken and potato salad and a basket of rolls. From the look of him, he needed the calories. A few months in space and he looked like he'd lost twenty pounds. "Tony, you're back. You look terrible."

"Thanks, I feel pretty good. I watched the meeting. Your impersonation wasn't bad. If you're faster on the disconnect, Ross wouldn't have gotten that dig in at the end." Tony nodded to a seat. "Want some chicken? Space food was shit."

"Well, you know if you wanted more input on my impersonation, you might have given me a heads up that you were going to 'ask' me to do it." Bruce quietly filled his plate with food. "You're just lucky that I didn't have anywhere to be right this second."

"Thanks, not just for the impromptu impersonation," Tony said. "F.R.I.D.A.Y. has been filling me in on everything—the accords, the pardons."

"You said in your letter that you couldn't be objective and you didn't want to try, but that I should use my best judgement and handle the situation while you were gone. I assumed you meant the Avengers since you filled the dossier with all that information. For the record, the accords failed on their own. I just let the legal challenges follow their course." Bruce nervously attacked his meal, waiting to see if Tony was going to flip out over the decisions he had made in his name. Seeking pardons for the Avengers hadn't been a decision he came to lightly. He reviewed everything Tony had left and done a bit of investigating of his own and while he understood why Tony couldn't be objective, he had felt it was the right thing to do.

"You did what I asked you to. I already said thank you, but I don't want to talk about it." Tony took a long drink of water and smiled. "It's good to be home."

"What happened up there? Did the kid make it?" Bruce asked.

"The kid made it home. He gave me a few scares, but he's tough. Turns out that the symbiont that he bonded with is sort of parasitic royalty. It's very important to their race and incredibly difficult to find viable hosts for. Now that they're convinced he is a good host, Peter is suddenly the last unicorn. They tried to convince him to stay on a planet where they had stronger diplomatic ties, but Peter wanted to come home. No one argued, they just started working on making it safer for him. They sent a babysitter. She's an annoying shade of pink. We'll be babysitting the babysitter here. They're planning to make diplomatic overtures to humanity as soon as they can work out the political details."

"Okay, well humanity is so far from a unified group, that should be complicated," Bruce said.

"These space politicians have perfected complicated." Tony waved a chicken leg for emphasis. "We should have a few years before we hear from them. We spent two months in limbo with the galactic council while they interpreted conflicting laws and treaties to determine if the symbionts had broken any of ten dozen treaties in retrieving their children and displacing myself and Peter temporarily from Earth."

"They have treaties about Earth?" Bruce asked. "How are there treaties about Earth when we aren't active in the galaxy?"

"Oh Bruce, we're a protected species, intelligent enough to allow to develop but not yet developed enough to culturally survive contact with the rest of the space faring civilizations. There are races that don't care and would love to just burn us to the ground and use our resources, but the ones who are protecting us are powerful and have powerful friends, primarily the Asgardians. Remind me to thank Point Break next time I see him."

"Where were our powerful friends when the Chitauri tried to take us out? I mean Thor was here, but he's one man," Bruce asked.

Tony laughed. "Funny you should mention that. I looked into it, and the Chitauri are a locust species. They don't follow any treaties or take on allies. So they're functionally able to fly in, wreck a world and get out before the galactic council decides how to handle them most of the time. If we hadn't handled the invasion ourselves, we would have been swimming in help in a month or six."

"That fast. I'm suddenly not impressed with our powerful allies."

* * *

It wasn't a complete shock when May unlocked the door to her apartment and found Peter sitting at the kitchen table. She had fooled herself dozens of times, thinking she saw him around the apartment or the city streets. She had once even run up to a kid walking along listening to a pair of white earbuds, certain that it was him. So she closed her eyes to give her traitorous mind and eyes a moment to stop lying to her.

"May?"

Her eyes flew wide and May had her nephew in a tight hug in three strides. "You're back, thank God."

"Yeah." The hug was easy and reassuring. Once it ended, Peter didn't know what to say. "Are you angry with me?"

"Right now, I'm just glad you're alive." May pushed Peter back to his seat and settled across from him. "I want to hear it, everything. That was our deal right. You follow the rules unless its life or death to do so and when you come home, you tell me about what happened. Is Cuddles still with you?"

Peter nodded. "Cuddles is still here and I understand him a lot better than I did before." He laid a hand flat on the table and generated passable tiny avatars of Greer and Cuddles. "We met an old black symbiont, Cuddles' dad actually. He showed us what it means to be the black symbiont and host for their society."

"This old symbiont showed you?" May asked. "Don't keep me in suspense. What is your special role?"

"The black symbionts are all about history. Humans write books and teach history in classes. The symbionts don't write their history down. When they have a child, that egg has the memory of its ancestors locked inside it. Those memories wake up as they get older. Most of their family lines have forgotten the distant past, only remembering things that were most useful to them from life to life. The black symbionts remember it all, more than two hundred generations of memories. Cuddles and I will unlock them over time." While talking, Peter had generated a small forest of symbionts and hosts, not true representations of the memories he would awaken and the forms they had taken in life, but an illustrative imagining. Peter had always had a vivid imagination. "It's literally living history."

"That sounds overwhelming," May let the little sculpted Cuddles walk onto her hand. "You're just sixteen. I would have thought, they would have taken Cuddles back if he was so important, given him to someone older and better equipped, someone who chose to be a host. Peter it sounds like too much to ask of you."

"It's not. The symbionts live life in two phases, the first is the host's time. That would be now for us. I get to be a teenager and go back to high school and hang out with my friends. I even get to be Spider-Man. A human has never been a Klyntar host before, but they estimated that the host time for me will be a couple of centuries anyway. That's fair, right?" May didn't look convinced so Peter told her more of the truth than he'd planned. "They could have taken Cuddles and he would have been fine, but it would have killed me. I didn't want to go crazy and become a monster like the white symbiont, so I faced that judgement knowing it was be found capable of this bond or die trying."

May looked sick to her stomach at that. "If you had died, I don't know what I would have done."

"We got lucky," Peter said.

"No, those symbionts took one look at you and saw what I've been seeing for years. Peter Parker, you are an exceptional young man. I knew that when you were six years old, before any old spider bit you or symbiont bonded to you. So you get cleaned up and clean this up." May gestured to the small army of tiny symbionts he had molded. "We're celebrating tonight. I'll cook anything you want or we can go out. What do you think?"

"Spaghetti would be really great." Peter had reabsorbed the fully animated symbiont army in a matter of seconds and headed for the bathroom. "Something chocolate for desert?"

"You never ate a sweet before Cuddles came along," May said. "What does he want?"

"Really, anything chocolate would make him happy." Peter paused and groaned. "I'm going to have to repeat junior year. I missed the rest of it."

"Who's fault is that?" May asked.

Hands freshly scrubbed, Peter came back to the kitchen. Without prompting, he pulled the lettuce and vegetables for a salad out of the refrigerator and started putting them together. May brought Peter up to speed on what had been happening on Earth while he was gone, at least as much as she knew about it. "The Decathlon team didn't make it back to nationals this year. Ned told me it was a private school in Westchester that knocked them out."

"No way." Peter shot May a quizzical look. "Not that school?"

"It's a small world," May said.

By the time dinner was on the table and they were eating, it felt almost normal, or at least the new normal they had figured out before the field trip to space. Peter helped clear the table and wash the dishes. Once everything was in its place, he held up his phone and nodded toward his bedroom. "I really need to call Ned and MJ so they know I'm alive. Do you mind if I go do that?"

Of course Peter had returned to the planet, plugged in his cell phone and then greeted his aunt. He was a teenager. It wasn't until she retreated to bed after watching the late news, that May found the present Peter had left her. A simple box covered in plain brown paper, she opened it up. Inside was a small black bracelet with a shiny stone mounted in it. A folded sheet of lined paper covered in Peter's neat crawling handwriting accompanied the odd jewelry.

 _Dear May,_

 _Worrying you is not something I take pleasure in and I'm really sorry for all the stuff I've put you through. You have always been wonderful to me and this present is hopefully going to help you not have to worry quite so much._

 _Cuddles and I are learning new things every day and we perfected this skill a couple of weeks ago. The bracelet is polymer plastic that should last forever, but the part that looks like a stone is actually a tiny bit of Cuddles. No matter where we are, be it Queens or somewhere across the Galaxy, that piece of Cuddles will always be in contact with us. If you're worried, just touch it and you'll know that we're alive and if we're okay._

 _Love,_

 _Peter (and Cuddles)_

May slid the bracelet on and tentatively touched the shiny part. Like the other times she had communicated directly with the symbiont, Cuddles showed her an image, Peter sitting on his top bunk having a group call with Ned and MJ.

It was just like Peter to try to fix what was broken in the world whether it was a lost pet or an alien invasion. His Aunt May worried about him when he was beyond contact, so he found a way to make sure they would never be truly beyond contact again.

May crawled into bed, still worried and a bit unsettled by everything Peter had taken on as Cuddles' host, but also relived to have her family home and back under the same roof. Hugging her pillow, May fell asleep thinking about Peter's future. Her Peter was going to live for centuries. He was going to return to space and be the keeper of an entire civilization's history. But first he was going to be sixteen and go to college and have friends. He would get a chance to live a human life.

If May had anything to say about it, it was going to be a full one.

 **Additional** **End Note:** **As of 6-16-18 Sequel in progress.**


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